Contract Template for Professional Services

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STATE OF ____________________
§
COUNTY OF ____________________
§
CONTRACT FOR PROFESSIONAL SERVICES
(EMPLOYMENT AGREEMENT WITH OPTION TO PURCHASE)
AGREEMENT, made and effective the __________ (____) day of ________________,
20____, by and between ____________________________________________, D.D.S.,
INDIVIDUALLY, AND ___________________________________, D.D.S., INC. (hereafter
collectively referred to as EMPLOYER); and ___________________________________,
D.D.S. (hereafter referred to as EMPLOYEE).
WITNESSETH:
WHEREAS, EMPLOYER through employees and associates has been and is now
engaged in the profession or practice of dentistry and renders these professional services through
employees and associates who are duly licensed to practice dentistry in the State of _________;
WHEREAS, EMPLOYER is desirous of entering into a long-term partnership with
EMPLOYEE wherein EMPLOYEE would ultimately buy all or a portion of the Practice from
EMPLOYER;
WHEREAS, EMPLOYEE is qualified in the field of dentistry and licensed to practice
that profession in the State of ____________;
Sample Employment Agreement with Option to Purchase – Page 1
STATE OF ____________________
§
COUNTY OF ____________________
§
CONTRACT FOR PROFESSIONAL SERVICES
(EMPLOYMENT AGREEMENT WITH OPTION TO PURCHASE)
AGREEMENT, made and effective the __________ (____) day of ________________,
20____, by and between ____________________________________________, D.D.S.,
INDIVIDUALLY, AND ___________________________________, D.D.S., INC. (hereafter
collectively referred to as EMPLOYER); and ___________________________________,
D.D.S. (hereafter referred to as EMPLOYEE).
WITNESSETH:
WHEREAS, EMPLOYER through employees and associates has been and is now
engaged in the profession or practice of dentistry and renders these professional services through
employees and associates who are duly licensed to practice dentistry in the State of _________;
WHEREAS, EMPLOYER is desirous of entering into a long-term partnership with
EMPLOYEE wherein EMPLOYEE would ultimately buy all or a portion of the Practice from
EMPLOYER;
WHEREAS, EMPLOYEE is qualified in the field of dentistry and licensed to practice
that profession in the State of ____________;
Sample Employment Agreement with Option to Purchase – Page 1
NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set
forth, it is agreed by and between the parties hereto as follows.
TERMS AND CONDITIONS
1. Services. EMPLOYER hereby contracts for EMPLOYEE’s services to be performed
in the EMPLOYER’s practice of dentistry located at ______(street address)________________,
__(city)___,
(state and zip code)___ (hereinafter the “EMPLOYER’s OFFICES”), and
EMPLOYEE agrees to perform EMPLOYEE’s dental treatment and consultation services at
EMPLOYER’s OFFICES upon the terms and conditions hereinafter stated. EMPLOYER shall be
entitled to the exclusive use of the EMPLOYEE’s services. EMPLOYEE may not furnish dental
services for any other party after the date first written above without the express written consent
of the EMPLOYER. EMPLOYER, however, specifically agrees that such written consent shall
not be unreasonably withheld.
2. Term. The term of this Agreement shall be from __________________, 20____, to
_______________________, 20____, unless terminated at an earlier date pursuant to provisions
of Section 12 below. After the expiration of the initial term hereof, this Agreement shall then be
renewed automatically from year to year for successive ________ (____) year terms unless either
party provides the other party with at least sixty (60) days prior written notice of their intent not
to renew this Agreement.
3. Duties. EMPLOYEE faithfully agrees to provide EMPLOYEE’s dental examination,
consultation, and treatment services in a professional manner, to conduct himself in such a way
as shall serve the best interest of the EMPLOYER and EMPLOYEE, and to perform
EMPLOYEE’s work in accordance with customary and professional rules of ethics and conduct,
to abide by all rules and regulations of the
(use name of applicable state governing entity)
,
Sample Employment Agreement with Option to Purchase – Page 2
and to comply with any other laws of the State of __________ regulating or pertaining to the
practice of dentistry and the conduct of the EMPLOYER’s PRACTICE.
EMPLOYEE agrees to comply in all respects with presently existing office rules and
procedures of the EMPLOYER and those that may be established in the future by, or for the
benefit of, the EMPLOYER.
EMPLOYEE agrees to spend a minimum of forty (40) hours during five (5) days of the
week pursuing his profession at the office of EMPLOYER. Such forty (40) hour requirement
shall be fulfilled on the days and hourly timeframes that are mutually agreeable to both
EMPLOYER and EMPLOYEE.
Exceptions and/or changes to the above referenced minimum hours or days shall be in
accordance with the rules and procedures of the EMPLOYER and those that may be established
in the future by, and for the benefit of, the EMPLOYER.
4. Facilities, Equipment, and Services. EMPLOYER shall provide the following
equipment and services to EMPLOYEE: all equipment, supplies, laboratory costs, instruments,
necessary personnel, leasehold usage, scheduling of appointments, processing of patient records,
maintenance of patient financial records, billing of patients for services rendered, and other
administrative duties related to patient care. EMPLOYEE agrees that EMPLOYER alone shall
determine what facilities, equipment, and services are necessary for the administration of
EMPLOYER’s OFFICES.
5. Vacations, Holidays, and Attendance at Meetings and/or Dental Conventions.
The parties agree that subsequent to ______________________, 20____, EMPLOYEE shall be
entitled to a ________ (____) week vacation during this initial ________ (____) year term of
employment, such week to be defined as five (5) working days.
It is understood that
EMPLOYEE shall receive both fixed as well as variable compensation as referenced in Section 6
of this Agreement during said vacation time.
All days, dates, or time in excess of this vacation
Sample Employment Agreement with Option to Purchase – Page 3
period must be mutually agreed upon by and between EMPLOYER and EMPLOYEE.
EMPLOYER further agrees that EMPLOYEE may attend such dental meetings and/or
conventions and said attendance at such meetings and/or conventions shall be by mutual
agreement of EMPLOYER and EMPLOYEE.
EMPLOYEE shall be entitled to those certain holidays observed by EMPLOYER in the
normal conduct of EMPLOYER’s business and that shall be published annually by EMPLOYER.
6. Compensation.
EMPLOYER shall collect all moneys and accounts for dental
services provided by EMPLOYEE at the EMPLOYER’s OFFICES, and shall deposit such sums
in an account of the EMPLOYER. EMPLOYEE shall not attempt to collect moneys or accounts
from the patients of EMPLOYER.
For services rendered pursuant to this Agreement, EMPLOYER shall pay fixed
compensation to EMPLOYEE the sum of _____________________________________ Dollars
($_____________) bi-monthly for the first __________ (____) months that EMPLOYEE is
employed by EMPLOYER and __________________________________________Dollars
($___________) bi-monthly for each month that EMPLOYEE is employed by EMPLOYER
thereafter; and a proportionate share of such monthly compensation in the event EMPLOYEE is
employed for only a portion of a month. Fixed compensation shall be paid on the first (1st) and
sixteenth (16th) day of each month. In the event that the first (1st) or sixteenth (16th) day of the
month should fall on a weekend or a legal holiday, such payment shall be made on the
immediately succeeding business day.
As referenced above and in furtherance of services rendered pursuant to this Agreement,
in addition to fixed compensation, EMPLOYER shall pay to EMPLOYEE a variable amount per
month for the first ___________ (____) months EMPLOYEE is employed by EMPLOYER; with
such monthly compensation computed as ______________ percent (____%) of all collections
received per month from patients for which dental services were rendered by EMPLOYEE in
excess of ________________________________ Dollars ($______________) per month. After
Sample Employment Agreement with Option to Purchase – Page 4
the first __________ months and in furtherance of services rendered pursuant to this Agreement,
in addition to fixed compensation, EMPLOYER shall pay to EMPLOYEE a variable amount per
month of ______________ percent (______%) of all collections received per month from
patients for which dental services were rendered by EMPLOYEE in excess of
____________________________________ Dollars ($_____________) per month.
Variable percentage compensation shall be paid on the ________ (___) day of each
month for collections deposited in the bank account of the practice by the EMPLOYER for the
immediately preceding monthly period ending on the last day of the month. It is understood by
both EMPLOYER and EMPLOYEE that collections received through payment by various credit
card facilities are deemed to have been collected as of the date such card is used in tendering of
payment by patient. If any check and/or credit card payment is subsequently determined to be
uncollectible, such amount shall be deducted from the variable account percentage amount to be
paid to EMPLOYEE in the month that such collection shall be deemed to be uncollectible. In the
event that the ________ (___) day of the month should fall on a weekend or a legal holiday, such
payment shall be made on the immediately succeeding business day.
EMPLOYER agrees that in furtherance of both EMPLOYER’s and EMPLOYEE’s long-
term interest in a business relationship, EMPLOYER shall set aside for EMPLOYEE’s future
benefit an amount equal to _____________ percent (_____%) of all collections received per
month from patients for which dental services were rendered by EMPLOYEE (hereinafter the
“ESCROW AMOUNT”). It is specifically understood by both EMPLOYER and EMPLOYEE
that EMPLOYEE does not have constructive receipt of such ESCROW AMOUNT.
EMPLOYEE understands that the right to the ESCROW AMOUNT is as a general creditor to
EMPLOYER without any collateral lien to specific assets of EMPLOYER.
It is further
understood by EMPLOYEE that the ESCROW AMOUNT shall be used by EMPLOYEE for the
express purpose of making a downpayment to EMPLOYER pursuant to the Option to Purchase
Practice Interest as expressed hereafter in Section 17. It is also agreed by both EMPLOYER and
EMPLOYEE that if the Option to Purchase Practice Interest as expressed in Section 17 is not
Sample Employment Agreement with Option to Purchase – Page 5

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