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
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;
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
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