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INDEPENDENT CONTRACTOR AGREEMENT

Independent Contractor Agreement

INDEPENDENT CONTRACTOR AGREEMENT | Document Parties: UNION DENTAL HOLDINGS, IN | George D.Greene | Dora Vilk-Shapiro   D.M.D. You are currently viewing:
This Independent Contractor Agreement involves

UNION DENTAL HOLDINGS, IN | George D.Greene | Dora Vilk-Shapiro D.M.D.

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Title: INDEPENDENT CONTRACTOR AGREEMENT
Governing Law: Florida     Date: 5/24/2005

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EXHIBIT 10.1

 

 

                        INDEPENDENT CONTRACTOR AGREEMENT

 

     THIS INDEPENDENT CONTRACTOR AGREEMENT (this "Agreement") entered into as of

this 17th day of May,   2005 (the   "Effective   Date"),   by and between   George D.

Greene, DDS P.A. a Florida   professional   association (the "Company"),   and Dora

Vilk-Shapiro    D.M.D.,    P.A.    a    Florida    professional     association    (the

"Subcontractor").

 

                              W I T N E S S E T H:

 

     WHEREAS,   Company maintains and operates a dental practice (the "Practice")

located at 1700 University Drive, Suite 202 Coral Springs, FL 33071; and

 

     WHEREAS,   Subcontractor   is a professional   association   whose principal is

Dora   Vilk-Shapiro   DDS and is qualified to practice   dentistry to the Practice;

and

 

     WHEREAS,   the Company desires to engage the professional dental services of

the   Subcontractor   and the   Subcontractor   is willing to offer its professional

dental   services to the   Company as an   independent   contractor   pursuant to the

terms and conditions of this Agreement.

 

     NOW THEREFORE,   in   consideration   of the mutual covenants herein contained

and each made to the other, the parties do hereby agree as follows:

 

1. Recitals. The foregoing recitals are true and are incorporated herein.

 

2. Services to be Rendered.   The   Subcontractor   shall perform general dentistry

services to the best of its abilities and to the Company's satisfaction.

 

3. Independent Contractor Status.

 

a.   The   Subcontractor   expressly   acknowledges   that it will   be   acting   as an

independent   contractor   and not as an   employee,   for all   purposes,   including

payment of Social Security and Medicare withholding taxes and all other Federal,

state and local taxes (collectively referred to as "Taxes").

 

b. In the event Taxes are assessed in any manner against the Company, and all or

part of the assessment   results from the   reclassification   of the Subcontractor

from an   independent   contractor to an employee,   then the   Subcontractor   shall

reimbursement the Company to the full extent that such increase in Taxes and all

penalties and interest thereof is attributable to such reclassification.

 

c. The taxpayer identification number for the Subcontractor is 65-0628711.

 

d.   The   Subcontractor   shall   be free to set its   own   hours   and   appointments

provided, however, that subcontractor shall render services for two and one-half

days each   calendar   week and that   subcontractor   shall   provide   company   with

fourteen (14) days' advance notice for any absence due to vacation, professional

or other personal time needed.

 

4.   Performance   of    Subcontractor.    All   work   performed    hereunder   by   the

Subcontractor   shall   be of the   standards   of the   State   of   Florida   Board of

Dentistry and performed to the Company's reasonable satisfaction.

 

5. Fees. The Subcontractor's fee for services rendered under this Agreement (the

"Fee")   shall be equal to Thirty Five   Percent   (35%) of the   Production   Income

 

 

 

                                       1

<PAGE>

 

 

 

generated by   Subcontractor   reduced by Thirty Five Percent (35%) of the cost of

all laboratory work directly   attributable to such   Production   Income.   The Fee

shall be computed   over work done within a 7-day   period   ending each Friday and

shall be paid to the Subcontractor on said Friday of such 7-day period.

 

6.   Noncompetition.   The Company has   retained   the   Subcontractor   only for the

purposes set forth in this Agreement and its relationship to the Company is that

of an independent   contractor.   Accordingly,   the Subcontractor may, directly or

indirectly, enter into, or in any manner take part in, any business, profession,

or other endeavor except as prohibited under Paragraph 9 hereof.

 

7. Severability. If any provision,   paragraph, or subparagraph of this Agreement

is   adjudged   by any   court of law to be void or   unenforceable,   in whole or in

part,   such   adjudication   shall not be deemed to   affect   the   validity   of the

remainder   of the   Agreement,   including   any   other   provision,   paragraph,   or

subparagraph.   Each provision,   paragraph, and subparagraph of this Agreement is

declared to be separable from every other provision, paragraph, and subparagraph

and constitutes a separate and distinct covenant.

 

8. Term of Agreement.

 

a. This Agreement shall begin on the Effective Date and end on that date that is

three (3) years after the Effective or as otherwise   provided in this Agreement.

Either party may terminate   this   Agreement   upon the giving of sixty (60) days'

written notice to the other party. Provided,   however, that if this Agreement is

terminated   without   cause by   Company,   the   restrictions   and   limitations   of

paragraph 9 hereof shall be null and void.

 

b. The following shall constitute termination with cause:

 

     (1) Any   action   by   Subcontractor   which   injures   the   reputation   or the

business   standing   of the   Company   and/or   the   remainder   of   its   employee


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