Employment Agreement

Employment Agreement between Dentist and PLLC with Covenant not to Compete

Employment Agreement made on the day of , 20 ,

between , a professional limited liability company organized and existing under the laws of the state of , with its principal office located at , referred to herein as Employer, and

, of , referred to herein as Dentist.

Whereas, Dentist is duly licensed under the laws of the State of to engage in the practice of dentistry; and

Whereas, Employer is in the business of providing dental services to the general public; and

Whereas, Employer desires to employ Dentist and Dentist desires to accept such Employment subject to the terms and conditions hereinafter set forth;

Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Employment and Duties

A. Scope of Duties. Employer employs Dentist, and Dentist accepts employment, to render dental services. Employer shall have the power to determine the specific duties to be performed by Dentist, and the means and manner by which those duties shall be performed. Employer shall have the power to determine the assignment of patients to Dentist, and Dentist must perform services for all patients assigned to Dentist. The power to supervise the duties to be performed, the manner of performing such duties, and the terms for performance of such duties shall be exercised by the Members of Employer. Hours of employment shall be determined by Employer within the reasonable standards for the profession.

B. Exclusive Service. Dentist shall devote his full working time and attention to the practice of dentistry for Employer. During the term of this Agreement, Dentist shall not, without the written consent of Employer, directly or indirectly render services of a professional nature to or for any person or firm for compensation, or engage in any practice that competes with the interest of Employer. However, the expenditure of reasonable amounts of time for shall not be deemed a breach of this Agreement, provided the Members determine that the rendering of such services by Dentist do not materially interfere with the services required to be rendered to Employer under this Agreement.

C. Professional Standards. Dentist shall perform his duties under this Agreement in accordance with the rules of ethics of the dental profession.

II. Records and Files. All case records, charts, and personal files concerning patients of Employer shall be and remain the property of Employer. On termination of Dentist's employment, Dentist shall not be entitled to keep or reproduce Employer's records or charts related to any patient unless the patient shall specifically request that his or her records be transmitted to Dentist.

III. Fees. All fees and compensation received or realized as a result of the rendition of professional dental services by Dentist shall belong to and be paid and delivered to Employer.

IV. Term. The term of this Agreement shall begin on , and shall continue until terminated as provided below in this Agreement.

V. Compensation

A. Base Salary. In consideration of all services rendered under this Agreement, from and after the date of this Agreement, Dentist shall receive a base salary of $ per year, payable in 12 equal monthly installments on the day of each month. The base salary may be changed by mutual agreement of the parties at any time.

B. Fringe Benefits. As further consideration, Employer shall, within a reasonable time after the execution of this Agreement, provide for Dentist the following benefits on such terms as the parties shall agree upon, and any additional benefits that may from time to time be made available to Dentists employed by Employer:

VI. Expenses. During the term of this Agreement, Employer shall pay all reasonable business expenses of Dentist in accordance with the general policy of Employer, including, but not limited to, dental supplies, professional license fees, and dues to dental societies. Additionally, Employer shall either advance sums to Dentist to be used for, or reimburse Dentist for the following:

A. Educational expenses incurred to maintain or improve Dentist's professional skills, and for Dentist's actual expenses for travel, room, and meals for attending professional conventions;

B. Professional and entertainment and promotional expenses.

Dentist agrees to submit to Employer such documentation as may be necessary to substantiate such expenses.

VII. Malpractice Insurance. Employer shall purchase and maintain at its expense such comprehensive professional liability insurance coverage as it shall deem appropriate, covering the acts or omissions of Dentist in the normal course of his employment.

VIII. Office Facilities. Employer shall operate and maintain facilities, and shall provide at its own cost, equipment, drugs, and supplies, suitable to Dentist's position and adequate for the performance of Dentist's duties. Further, Employer shall supply and pay for hygienists, technicians, and other personnel reasonably needed by Dentist in connection with his employment under this Agreement.

IX. Vacation. Employee shall be entitled to days of paid vacation each year during the term of this Agreement, the time for such vacation to be determined by mutual agreement between Employer and Employee.

X. Holidays. The holidays which are generally observed by the Employer are as follows: New Year's Day; Memorial Day; July 4th; Thanksgiving Day; Labor Day; and Christmas Day. Additional holidays may be allowed in connection with holidays which fall on weekends. Dentist shall become eligible for paid holidays after thirty (30) days of employment.

XI. Illness and Disability

A. Dentist shall be entitled, without any adjustment in Dentist's compensation, to days' sick leave in each fiscal year of employment if Dentist is unable to perform Dentist's services by reason of illness or accident not resulting in Dentist becoming totally disabled. Unused sick leave may not be carried over from one fiscal year to another.

B. If Dentist is unable to perform his services by reason of total disability, Dentist's salary shall be reduced in accordance with the following schedule during the continuance of such disability:

1. For consecutive months, Dentist shall receive % of his monthly salary.

2. For the next consecutive months of disability, Dentist shall receive % of his monthly salary.

3. Subsequently, Dentist shall receive no disability payments.

4. In determining periods of disability, any new period of disability shall be deemed to be a continuation of the prior period of disability if Dentist has not returned to work for at least between such periods of disability. If Dentist becomes disabled, and the disability ceases before termination of Dentist's employment, Dentist's salary may be reinstated on the date disability ends.

XII. Termination

This contract shall be terminated immediately:

A. If Dentist becomes disqualified to practice dentistry in ;

B. If Dentist accepts other employment that places restrictions or limitations on his continued rendering of professional dental services to Employer;

C. On the death of Dentist;

D. If Employer and Dentist mutually so agree in writing;

E. If Dentist becomes disabled and the disability continues for a period of consecutive months or more; or

F. If, in the opinion of Employer, Dentist fails or refuses to perform faithfully or diligently the duties of his employment or any of Dentist's obligations under this Agreement.

On termination for any reason, Dentist shall be entitled to termination pay of the salary due Dentist to the date of such termination. Payment of said amount shall be full compensation for all claims under this Agreement.

XIII. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

XIV. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

XV. Notices. Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

XVI. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

XVII. Covenant Not to Compete. Great loss and damage will be suffered and sustained by Employer, if either during the term of employment of Dentist or upon the termination of such employment, Dentist, either for himself or on behalf of any other person, persons, partnership or association by whom he may be subsequently employed, or with whom he may be subsequently associated, should solicit, offer or give dentistry service to patients of Employer. Therefore, it is mutually agreed that Dentist will not, during his employment or within five (5) years after termination of such employment, either for himself or on behalf of any other person, persons, partnership or association by whom he may be subsequently employed, either directly or indirectly practice dentistry within twenty-five (25) miles of any office of Employer.

XVIII. Entire Agreement. This Agreement shall constitute the entire Agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

XIX. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

XX. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

WITNESS our signatures as of the day and date first above stated.