TERMS AND CONDITIONS

This DentalVSS New Model Startup Solutions Agreement (the “Agreement”), is made and entered into as of (the “Effective Date” stated in contract) by and between DENTALVSS LLC, an Arizona limited liability company (“DVSS”), and client (the “Practice”).

WHEREAS, the Practice desires to retain DVSS to provide certain virtual assistant services upon the terms and conditions hereinafter set forth, and DVSS is willing to undertake such obligations.

NOW, THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as follows:

1. Appointment. The Practice hereby engages DVSS, and DVSS hereby agrees, upon the terms and subject to the conditions set forth herein, to provide, or cause any of its Affiliates to provide, certain solutions to the Practice, (each a “Solution” and collectively the “Solutions”), as described in Exhibit A, which is incorporated herein by reference. For purposes of this Agreement, an “Affiliate” of any specified party is a person or entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the party specified.
2. Term and Termination; Renewal; Default. The term of this Agreement shall commence on the Effective Date above and shall run for the duration of one (1) year (the “Initial Term”) and will renew for subsequent one-year periods (each a “Renewal Term”) absent Notice (as hereinafter defined) by the Practice that it wishes to allow the Agreement to expire. The Agreement may also be terminated by:
3. 1. The Practice thirty (30) calendar days after giving Notice of its desire to terminate this Agreement, in which case the Practice shall pay an early termination fee (“Early Termination Fee”) equal to fifty percent (50%) of the remaining value of the Agreement calculated at the prevailing Package fee at the time of termination.
   2. DVSS in the event of default by the Practice twenty (20) days after notice by DVSS (the “Default Notice”) specifying the nature of the default and the requirements for the Practice to cure the default unless the practice cures the default within the 20-day period. However, no termination shall occur if such default cannot reasonably be cured within the 20 days, the Practice shall have commenced to cure said default within the 20-day period, diligently pursues such cure, and completes the cure within 30 days after the Default Notice.
   3. Either party as otherwise provided by applicable law.

DVSS expressly reserves the right to consider the Practice in default for any of the following reasons:

1. Nonpayment of fees, costs, and/or expenses in accordance with this Agreement;
2. Failure to cooperate and comply fully with all reasonable requests by DVSS in reference to compliance matters;
3. Engagement in conduct which renders it unreasonably difficult for DVSS to carry out its work.
4. If DVSS learns the Practice has continued involvement in fraud, waste, or abuse of third-party payment programs or criminal or gross administrative violations (willful and/or neglectful participation).

Notwithstanding anything in this Agreement to the contrary, (a) the provisions of Sections 3, 6,7, 8, 9, 18 and 19 shall survive the termination of this Agreement and (b) no termination of this Agreement, whether pursuant to this Section 2 or otherwise, will affect the Practice’s duty to pay any fees accrued, or reimburse any cost or expense incurred, pursuant to the terms of this Agreement prior to the effective date of that termination.

1. Billing and Payment. DVSS shall invoice and charge the Practice monthly in advance unless otherwise indicated. DVSS will issue the initial invoice immediately upon signing of this Agreement.All payments are due upon receipt. DentalVSS agrees to accept payment via check from The Practice and The Practice agrees to have a credit card on file by completing and signing the Credit Card Authorization form in Exhibit B, which is incorporated herein by reference, unless otherwise agreed in writing, and to pay all monies due. The Practice shall be responsible for all sales, value-added, or similar taxes due under this Agreement.
2. HIPAA Compliance. The parties mutually agree that each party shall comply with the applicable requirements of HIPAA and the “HIPAA Business Associate Agreement” sent and signed as a separate document.
3. Independent Contractor. Nothing herein shall be construed to create a joint venture or partnership between the parties hereto or an employee/employer relationship. DVSS shall be an independent contractor pursuant to this Agreement. Neither party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party. Nothing in this Agreement shall be deemed or construed to enlarge the fiduciary duties and responsibilities, if any, of DVSS or any of its Affiliates, including without limitation in any of their respective capacities as stockholder or directors of the Practice.
4. Confidentiality. DVSS agrees that all of its employees and/or Affiliates shall have signed or shall be required to sign confidentiality agreements, and if any proprietary, trade secret, or otherwise confidential information is obtained by DVSS or by one of its employees, that it shall be maintained by DVSS as confidential, except as provided for in this Agreement. Moreover, DVSS shall take reasonable steps necessary to maintain such information as confidential.
5. Non-Solicitation of Employees.  Both parties agree to not solicit any employees or contractors of the other party or any Affiliates during the Term of this Agreement. Should either party terminate this Agreement, the non-solicitation restriction shall remain in effect for a period of two (2) years, unless written Notice (as hereinafter defined) is provided by the other party for the release of the non-solicitation on a per-employee or per-contractor basis. In the event that either party breaches any provision of this Section 7, the non-breaching party shall be entitled to seek and obtain immediate and permanent injunctive and other relief including, but not limiting to, temporary restraining orders and/or preliminary injunctive relief to restrain or enjoin any such breach. These remedies are in addition to all other legal relief for damages available to the non-breaching party, including without limitation, court costs, attorneys’ fees, and expenses of pursuing available remedies.
6. Disclaimer; Limitation of Liability. DVSS makes no representations or warranties, express or implied, in respect of the Solutions to be provided by it hereunder. DVSS shall make reasonable efforts to provide the agreed upon Solutions; however, in no event, shall DVSS be liable to the Practice, or any third party, for any claims for loss or damages due to any action or inaction by DVSS.
7. Indemnification. The Practice shall indemnify and hold harmless DVSS and each of its Affiliates (each, an “Indemnified Party”) from and against any and all losses, claims, actions, damages and liabilities, joint or several, to which such Indemnified Party may become subject under any applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment or decree, made by any third party or otherwise, relating to or arising out of the Solutions or other matters referred to in or contemplated by this Agreement or the engagement of such Indemnified Party pursuant to, and the performance by such Indemnified Party, of the Solutions or other matters referred to or contemplated by this Agreement, and the Practice shall reimburse any Indemnified Party for all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatening claim, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Practice shall not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted solely from the willful misconduct of such Indemnified Party. The reimbursement and indemnity obligations of the Practice, under this Section 9, shall be in addition to any liability which the Practice may otherwise have, shall extend upon the same terms and conditions to any Affiliate of DVSS and any related party or controlling persons (if any), as the case may be, of DVSS and any such Affiliate and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Practice, DVSS, any such Affiliate and any such related party or other person. The provisions of this Section 9 shall survive the termination of this Agreement.
8. Permissible Activities. Nothing herein shall in any way preclude DVSS or its Affiliates or their respective related parties from engaging in any business activities or from performing services for its or their own account or for the account of others, including, without limitation, companies which may be in competition with the business conducted by the Practice and any of its Affiliates.
9. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing (“Notice”) and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at one the addresses indicated below (or at such other addresses for a party as shall be specified in a Notice given in accordance with this Section 11).