Independent Contractor agreement for the dental associate.
DENTIST INDEPENDENT CONTRACTOR AGREEMENT
This independent contractor agreement (the “Agreement”) is made and entered into as of [DATE OF AGREEMENT] (the “Effective Date”) between [NAME OF ENTITY] (the “Company”), a [STATE][TYPE OF COMPANY], and [NAME OF CONTRACTOR], a (the “Contractor”) (collectively, the “Parties”).
1. Association. You will be associated as an independent contractor with the Practice as a ("general dentist") on a ("part/full") time basis commencing on (EFFECTIVE DATE). The term of your association shall be for (LENGTH OF CONTRACT/MONTHS), starting on the Effective Date (the "term"), the association automatically renewable for successive periods equal to the term in length (each a "successive term"), but either you or the Practice shall have the right to terminate your association, for any reason and without liability, upon (30) days prior written ("letter or email") notice to the other. Upon termination, you will vacate the premises and promptly remove all patient records and personal supplies and belongings.
2. General Duties. As an independent contractor, you will be responsible for scheduling and maintaining office hours to treat your patients, as you deem appropriate. Practice shall not exercise any control or direction over the professional aspects of your providing services, which control and direction shall be your sole responsibility, provided, however, that such services are to be rendered in accordance with the provisions of this agreement and the bylaws, rules and regulations, standards, and policies of Practice and any regulatory agency with jurisdiction over matters subject to this agreement. At all times, your services so rendered shall comply with (1) all applicable federal, state, and local laws, regulations and ordinances, (2) the professional standards then prevailing in the community, and (3) currently accepted methods, practices, and code of ethics of the American Dental Association. You will maintain memberships in professional societies as appropriate, and attend such professional meetings and continuing dental education programs as may be necessary to maintain your professional knowledge and skills.
3. Compensation. Approach A: You will pay the Practice $ ($1) by the (DATE) of each (MONTH) for use of one operatory, equipment, office personnel and supplies. Approach B: You will pay the Practice (%1) % of your gross (collections/production), that is, gross fees billed and (collected/produced) attributable to services which you perform and complete, less (a) any professional or other discounts which you or the Practice grant, and (b) (%2) % of the laboratory charges for you production. As an independent contractor, you will be solely responsible for all billing for services you render, and for all contractual allowances, free care, discounts, bad debts, collections, and costs related to the foregoing.
4. Responsibility for Taxes. As an independent contractor of the Practice, and not an employee, you will be solely responsible for payments of all federal income and self-employment taxes related to income paid to you by the Practice. By agreeing to become associated with the Practice, you agree to indemnify and hold harmless Employer and the Practice from any personal state or federal tax liabilities you incur.
5. Business Expenses. The Practice will be responsible for paying rent, utilities, provision of adequate dental equipment and office staff support, and one operatory available by schedule. You shall be responsible for dental supplies, your own dental instrumentation, your own professional malpractice insurance coverage, your own laboratory billings, and hiring and compensating your chairside assistant.
6. Indemnification. By entering into this agreement, you hereby agree to indemnify and hold Employer and the Practice harmless for any malpractice liability resulting from treatment provided by you. It is your responsibility to obtain malpractice insurance in the minimum amount of $ ($2) and to provide a copy of this policy to the Practice prior to your commencement. You must require that any insurance carrier provide the Practice at least 15 days prior written notice of any cancellation, termination, modification or amendment.
7. Patient Flow and Management Responsibilities. It is your responsibility to develop and secure your patient base. You will attend general practice meetings at the request of the Practice. You will be specifically responsible for the direction, hiring and/or termination of the dental assistant assigned or hired by you and in either event compensated by you.
8. Patient Records. Your association as an independent contractor with the Practice does not entitle you to general access to the patient records of the Practice. You shall have access only to those records of patients whom you treat. You shall complete, in a timely manner, all patient records on each patient treated and shall maintain the confidentiality of such records as required by federal, state, and local laws, regulations, and ordinances. All patient records, histories, charts, and other information regarding patients treated or matters handled by you under this agreement, regardless of whether any of the forgoing are in your possession, shall be your property subject to all applicable federal, state, and local laws, regulations, and ordinances and any applicable code of ethics. On termination or expiration of this agreement for any reason, you shall be responsible for maintaining and moving your records.
9. Business Records. Your associate as an independent contractor with the Practice requires you to maintain business records, but does not entitle you to general access to the business records of the Practice. You shall have access to the business records of the Practice only to the extent necessary to verify compensation due to you from the Practice should a dispute arise. We each agree to sign and abide by a HIPAA Business Associates Agreement if required by law.
10. Option to Enter Practice. The parties contemplate that Contractor shall enter the Practice as an equity owner, effective upon the termination of this Agreement as of (EFFECTIVE DATE1). On the effective date, Practice and Contractor agree that Contractor shall have the option to acquire capital stock in the Practice on the terms herein provided. The terms of the purchase shall provide that the Contractor shall be entitled to (%3) %, of the Practice net income, and that the Contractor shall purchase at book value as then accounted for in the financial statements of Practice not including any goodwill, a (%4) % interest in the Practice. The Contractor's equity interest in such Practice being purchased herein shall be paid for in equal consecutive monthly installments of principal, plus (%5) % interest on the remaining unpaid balance, over (years) period, pre-payable without penalty. The equity purchase shall be undertaken on such other reasonable and customary terms as the parties may mutually agree upon.
If prior to the effective date Employer dies, becomes, disabled (as defined in Employer's major medical insurance policy), retires or withdraws from the practice, Contractor shall have the option to purchase the Practice, exercisable by a writing to Employer or Employer's representation, at its appraised value, excluding good will, as determined by each party selecting an independent appraiser with experience in valuing dental practices in the area of region, which appraisers shall agree upon a third independent appraiser with such experience who shall alone make the appraisal for this purpose and whose selection and determination shall be final. If prior to the effective date Employer shall attempted to sell the Practice to a party other than the Contractor, the Contractor shall have the right of first refusal to purchase the Practice from Employer on identical terms and conditions. Contractor's option to purchase or right of first refusal, as the case may be, shall be exercisable by a written notice specifying Contractor's intent and delivered to Employer representative within 30 days of the event prompting such option or right.
11. Miscellaneous. This letter of agreement includes our entire agreement with respect to your status as an independent . contractor and supersedes all oral discussions, which we may have had. This agreement may be amended or assigned by you and the Practice at any time only by an instrument in writing signed by both parties.
This agreement is signed by the parties and effective on the date first written above.