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
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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
