Dental Services Agreement

DENTAL SERVICES AGREEMENT

This Dental Services Agreement (the "Agreement") is made effective as of by and between Provider Name: with principal address: (hereinafter "Provider"), and Client Name: with principal address: (hereinafter "Client"). Provider and Client are sometimes individually referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider is duly licensed and qualified to provide dental and related oral health services and maintains required professional liability insurance; and

WHEREAS, Client seeks to engage Provider to perform the dental services described in this Agreement in accordance with the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their mutual understandings and obligations in writing.

SCOPE OF WORK

Provider shall furnish dental services, treatment, and related professional care as requested by Client and as described below. Services shall be performed in accordance with accepted professional standards and applicable law.

PAYMENT TERMS

Client shall pay Provider for services rendered in accordance with the pricing and schedule set forth below. All fees exclude taxes unless otherwise stated.

If any undisputed amount under this Agreement is not paid within days after the invoice due date, Client shall pay interest on the overdue amount at a rate of per month (or the maximum rate permitted by law), and a late charge of for administrative costs.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party given not less than days prior to the effective date of termination. Either Party may terminate immediately for material breach by the other Party if such breach remains uncured for a period of 14 days after written notice of the breach, or immediately for breaches that are not reasonably curable.

CONFIDENTIALITY

Each Party agrees that it will hold in strict confidence and will not disclose to any third party any Confidential Information of the other Party. "Confidential Information" means non-public business information, clinical records, patient protected health information, financial data, trade secrets, pricing, and other information that is either designated confidential or that a reasonable person would understand to be confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was known to the receiving Party prior to disclosure by the disclosing Party; or (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

The receiving Party may disclose Confidential Information to the extent required by law or regulation, provided that, to the extent permitted, the receiving Party gives prompt written notice to the disclosing Party and, where feasible, cooperates in seeking a protective order or other remedy to limit the disclosure.

COMPLIANCE, LICENSING AND INSURANCE

INDEPENDENT CONTRACTOR; INDEMNIFICATION; LIMITATION OF LIABILITY

Provider shall perform services as an independent contractor and not as an employee, agent, or partner of Client. Provider shall be responsible for all taxes, withholdings, and other statutory obligations of an independent provider of services.

Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents (the "Indemnified Parties") from and against any and all claims, liabilities, losses, damages, costs, and expenses, including reasonable attorneys' fees, arising out of or resulting from the negligence, willful misconduct, or breach of this Agreement by the Indemnifying Party.

Except for liability arising from willful misconduct or gross negligence, Provider's aggregate liability under this Agreement for any claim shall not exceed the total fees paid by Client to Provider under this Agreement in the 12 months immediately preceding the claim.

RECORDS, ACCESS, AND PATIENT CONSENT

Provider shall maintain complete and accurate clinical records for services performed. Client shall have reasonable access to records concerning Client's patients in accordance with applicable law. Client represents and warrants that it has obtained and will maintain necessary consents from patients for the provision of services and for disclosure of relevant health information to Provider where required.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties.

SEVERABILITY; WAIVER

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be effective unless in writing and signed by the waiving Party.

ADDITIONAL PROVISIONS

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