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EXHIBIT 10(yy)
* THIS INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement"),
effective as of the 29th day of February, 1996, by and between Horizon Group
International, Inc., an Ohio corporation (the "Manager") and Horizon Dental
Group International, Inc. - ▇.▇. ▇▇▇▇, D.D.S., an Ohio professional corporation
(the "P.C.").
W I T N E S S E T H:
WHEREAS, the P.C. is engaged in the business of providing,
among other things, dental services and related activities in the State of Ohio
(the "Practice");
WHEREAS, the P.C. desires to obtain from the Manager, and the
Manager desires to provide to the P.C., the benefit of the Manager's expertise
in operating, directing, managing and supervising the non-professional aspects
of the operations of the Practice;
WHEREAS, the P.C. desires to obtain from the Manager a license
to use the proprietary names "Horizon Group International", "VFD of
Pennsylvania", and "Valley Forge Dental Associates" and any other proprietary
names owned by the Manager and used in connection with the Practice, and the
Manager desires to provide the P.C. with such a license;
WHEREAS, the P.C. desires to obtain from the Manager, and the
Manager desires to provide to the P.C., certain premises and certain physical
assets, furniture and equipment needed to operate the Practice;
WHEREAS, the Manager and the P.C. are parties to an
Administrative and Management Services Agreement dated February 29, 1996; and
WHEREAS, the Manager and the P.C. wish to amend and restate
the Administrative and Management Services Agreement in its entirety on the
terms and conditions set forth herein.
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NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements herein set forth, the parties hereto, intending
to be legally bound, hereby agree as follows:
ARTICLE 1
RELATIONSHIP OF PARTIES
1.1 Responsibilities of Parties. The parties agree that the
P.C. will provide, and shall be solely responsible for providing, all
professional services for the Practice and the Manager will be responsible only
for administrative services (as further described in this Agreement). Nothing
contained in this Agreement shall be construed as permitting or providing for
the proprietorship, ownership, establishment, operation or management by the
Manager of the professional services of the Practice, which services shall at
all times be the sole responsibility of the P.C.; provided, however, that
pursuant to its engagement hereunder the Manager shall be the exclusive provider
of all administrative services and shall control all aspects of the P.C.'s
business other than those aspects which relate directly to provision of dental
services. Without limiting the generality of the foregoing, the P.C. shall be
solely responsible for all activities described in Section 2.4 of this Agreement
and nothing in this Agreement shall be construed as authorizing the Manager to
decide whether a particular treatment will be provided to a dental patient, or
to direct the mode or manner of any treatment procedures.
1.2 Relationship of Parties. The P.C. and the Manager are not
joint venturers, partners, employees or agents of each other and, except as
provided herein, neither party shall have any authority to bind the other.
1.3 Practice. The P.C. agrees to conduct the Practice in
compliance with all applicable laws, rules and ordinances, including with
respect to the licensing and certification of its providers.
ARTICLE 2
SERVICES OF THE MANAGER
2.1 Covered Services. The Manager, unless otherwise prohibited
by law, shall control all aspects of, and provide to the P.C., the following
services, premises and assets (such services, premises and assets are
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hereinafter referred to collectively as the "Covered Services"):
a. General Administrative Services. Overall
day-to-day supervision, conduct and management of the general administrative
services required in connection with the Practice, including supervision of the
non-professional services and personnel described below.
b. Personnel. Provision of all personnel (other than
licensed or certified professionals, collectively, the "Professional Personnel")
needed to operate and support the Practice, such as receptionists and
secretarial, clerical, purchasing and marketing personnel (collectively, the
"Administrative Personnel"). The Manager shall have the sole and exclusive
responsibility for determining the salaries and fringe benefits of all
Administrative Personnel provided hereunder, and for paying such salaries and
providing such fringe benefits. In recognition of the fact that the
Administrative Personnel provided to the P.C. under this Agreement may from time
to time perform services for others, this Agreement shall not prevent the
Manager from performing such services for others or restrict the Manager from so
using the Administrative Personnel provided to the P.C. under this Agreement.
The Manager will make every effort consistent with sound business practices to
honor the specific requests of the P.C. with regard to the assignment of the
Manager's employees to the P.C.; however, the Manager reserves the sole right to
determine the assignment of its employees. Further, the Manager, in its sole
discretion, may require each of its employees assigned to the P.C. to perform
several of the aforedescribed functions and duties simultaneously.
Notwithstanding the foregoing, it is understood and agreed that nothing in this
Subsection (b) shall permit the Manager to interfere in any way with patient
care.
c. Professional Personnel. Establish guidelines for
the selection, hiring and firing of the Professional Personnel by the P.C. and
recruit and evaluate prospective Professional Personnel; provided, however, that
all of the Professional Personnel shall be employees of, or independent
contractors to, the P.C.
d. Training. Training of all Administrative Personnel
and assistance to the P.C. in arranging for training and continuing education
for Professional Personnel.
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e. Administrative and Fiscal Services. Provision of
general administrative, business and fiscal services to the P.C. in connection
with the operation of the Practice, including patient ▇▇▇▇▇▇▇▇, collecting
▇▇▇▇▇▇▇▇, accounting, auditing (by a certified public accountant selected by the
Manager with the approval of the P.C., which approval shall not be unreasonably
withheld or delayed), bookkeeping, budgeting, record keeping, accounts
receivable and accounts payable processing, electronic data processing and such
other services as the P.C. may from time to time require.
f. Annual Budget. Prepare, in reasonable detail,
annual operating and capital budgets for the P.C. which shall be delivered to
the P.C. within thirty (30) days after the end of each fiscal year, with the
Manager retaining final authority with respect to budget items including,
without limitation, with respect to compensation and payments to the
Professional Personnel and the Administrative Personnel.
g. Patient Records. Maintenance of patient records
(which shall at all times remain the property and under the control of the P.C.)
and provision of record retrieval and monitoring services to assist the P.C. in
utilization and quality assurance reviews in accordance with instructions and
guidelines issued by the P.C., it being understood and agreed that nothing in
this Subsection (g) shall permit the Manager to take actions that bear directly
upon the quality of care and treatment that the P.C. provides to dental
patients.
h. Quality Control. Development of appropriate
quality control programs, including development of performance standards,
sampling techniques for case review, and preparation of appropriately documented
studies.
i. Marketing, Development and Program Negotiation.
Marketing of the professional services provided by the P.C. to potential
patients, facilities, health maintenance organizations, insurance companies,
self-insured employer health plans and other various third-party payors (the
"Marketing Services"). The Marketing Services to be provided by the Manager may
include, but are not necessarily limited to, (i) assistance and support in the
preparation of marketing material and brochures and responses to requests for
proposals, (ii) the placing of advertisements or articles in magazines,
newspapers, other publications and any and all media determined by the Manager
to be beneficial to the P.C., (iii) undertaking telemarketing campaigns and (iv)
the holding of seminars.
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The Manager shall also assist the P.C., when appropriate, in negotiating and
securing contracts with self-insured employer health plans, third-party payors,
health maintenance organizations, managed care companies and any other
institution, facility or organization that may use the services that the P.C. is
qualified to provide.
j. Equipment and Supplies. Provision of all
inventory, equipment, furnishings and supplies reasonably necessary for the
efficient operation of the Practice, it being understood and agreed that the
Manager's compensation for the services provided in this Subsection (j)
represents the reasonable rental value of such inventory, equipment, furnishings
and supplies. Title to such inventory, equipment, furnishings and supplies shall
at all times remain in the Manager. At the end of the term of this Agreement,
the Manager shall retain and the P.C. shall have no further right to use or
possess, such inventory, equipment, furnishings and supplies as shall not have
been consumed in the day-to-day operations of the Practice.
k. Janitorial and Maintenance Service. Arranging for
janitorial, grounds and maintenance and repair services for the P.C. and its
equipment and furnishings.
l. Malpractice Insurance. Assistance to the P.C. in
obtaining malpractice coverage for the P.C., its employees and agents in an
amount not less than One Million Dollars ($1,000,000). The Manager shall also
assist the P.C. in obtaining general liability and property insurance in usual
and customary amounts for the P.C. The Manager shall, on behalf and in the name
of the P.C., pay the premiums for all such insurance and shall provide the P.C.
with evidence of payment on a periodic basis or as reasonably requested.
m. Contracts with Facilities/Programs. Contracts with
facilities and programs serviced by the Practice shall be by and in the name of
the P.C. The Manager shall serve as contracting agent for the P.C. in connection
with such facility or program contracts.
n. Protecting Goodwill. Take all necessary steps to
preserve and protect the reputation and goodwill associated with the P.C.,
including assistance in the monitoring of utilization and quality of services
provided by the P.C., and shall assist the P.C. to take all steps necessary to
remedy any and all deficiencies in the efficiency or the quality of the services
provided. This section shall not be construed as permitting the Manager to
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influence or control the Practice or the Professional Personnel.
o. Facilities. Facilities occupied by the P.C. for
the Practice shall be made available to the P.C. by the Manager, it being
understood and agreed that the Manager's compensation for the services provided
in this Subsection (o) represents the reasonable rental value of such
facilities.
p. Operations and Regulatory Reports. Delivery to the
P.C. of operations reports containing such information as the P.C. may
reasonably request. The Manager shall timely assist the P.C. in the preparation
of all written reports and information that shall be lawfully required by any
government body or agency having jurisdiction over the Practice or the P.C. The
P.C. shall review and approve all such required reports and/or information
before any dissemination of the same.
q. Processing Disputes. Administer and process all
disputes, grievances and complaints between the P.C. and all third parties,
subject at all times to the review and final approval of the P.C.
r. Government Regulations; Licenses. To the extent
known and material to the operation of the P.C. and the Practice, the Manager
shall promptly notify the P.C. of any changes which may occur in relevant laws
or regulations of any government, governmental body or agency having
jurisdiction over the Practice or the P.C. The foregoing shall not in any way
limit the P.C.'s continuing professional and legal responsibility to comply
with, and be aware of, all licensing, regulatory, professional or other
requirements applicable to individuals licensed to provide dental services.
s. Advances to the P.C. The Manager shall make
advances to the P.C. as provided by Section 5.3 hereof. Such advances shall bear
a reasonable rate of interest, as mutually agreed to by the Manager and the
P.C., payable monthly.
The Covered Services shall include assumption of all
obligations of the P.C. to provide administrative services to professional
personnel who are not employed by the P.C. The Manager may perform the Covered
Services directly or by reimbursing the P.C. for the cost of any Covered
Services.
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2.2 Performance of Services. The Manager is hereby expressly
authorized to perform the Covered Services hereunder in whatever reasonable
manner it deems appropriate to meet the day-to-day administrative needs of the
Practice. It is understood and agreed that the Manager will perform some of the
Covered Services for the P.C. at a centralized location.
2.3 Events Excusing Performance. The Manager will not be
liable to the P.C. for failure to perform any of the services required herein in
the event of strikes, lockouts, calamities, acts of God, unavailability of
supplies or other events over which the Manager has no control for so long as
such event continues and for a reasonable period of time thereafter.
2.4 Excluded Services. The parties hereto expressly
acknowledge that the provision of all professional services, including but not
limited to, dental services by the P.C., shall be separate and independent from
the provision of administrative, fiscal and support services by the Manager, and
the P.C. shall be solely and exclusively responsible for all professional
services rendered to patients of the Practice. Without limiting the generality
of the foregoing, the parties acknowledge that the P.C. shall be solely
responsible for setting all professional standards of the Practice and shall be
responsible for the employment and discharge of all Professional Personnel.
2.5 Use of Name. The Manager hereby grants to the P.C. a
nontransferable, nonexclusive license to use the proprietary names "Horizon
Group International", "VFD of Pennsylvania" and "Valley Forge Dental Associates"
and any other proprietary names owned by the Manager and used by the Practice
along with any and all trademarked symbols for the term of this Agreement (the
"License"). All applicable common law and statutory rights in the proprietary
names "Horizon Group International", "VFD of Pennsylvania" and "Valley Forge
Dental Associates" and any other proprietary names owned by the Manager and used
by the Practice and their accompanying symbols, including, but not limited to,
rights relating to trademark, service ▇▇▇▇, patent and copyright shall be and
remain the sole property of the Manager. The P.C. shall have no right, title or
interest in any such proprietary rights.
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ARTICLE 3
PROPRIETARY INTEREST AND RIGHTS OF THE MANAGER
3.1 Competition. During the term of this Agreement, neither
the P.C. nor any shareholder of the P.C. shall, directly or indirectly, own an
interest in, administer, manage, advise, assist, operate, join, control,
participate in, or be connected in any manner with any corporation, partnership,
proprietorship, firm, association, person or entity providing dental services or
administrative services in competition with the P.C. or the Manager.
3.2 Confidentiality. The P.C. acknowledges and agrees that the
Manager is entitled to prevent its competitors from obtaining and utilizing its
trade secrets. The P.C. agrees to hold the Manager's trade secrets in strictest
confidence and not to disclose them or allow them to be disclosed directly or
indirectly to any person or entity other than persons engaged by the P.C. or the
Manager. The P.C. acknowledges its fiduciary obligations to the Manager and the
confidentiality of its relationship with the Manager and of any information
relating to the services and business methods of the Manager which it may obtain
during the term of this Agreement. The P.C. shall not, either during the term of
this Agreement or at any time after the expiration or sooner termination of this
Agreement, disclose to anyone other than employees or independent contractors of
the P.C. or the Manager any confidential or proprietary information or trade
secret obtained by the P.C. from the Manager. The P.C. also agrees to place any
persons to whom said information is disclosed for the purpose of performance
under legal obligation to treat such information as strictly confidential.
ARTICLE 4
BILLING AGENT AGREEMENT
4.1 Professional and Other Fees. The P.C. shall, in
consultation with the Manager, establish a schedule of fees and charges for the
Practice's professional services or shall comply with the schedule of fees and
charges set forth in the health care contracts pursuant to which the P.C.
provides services through its Professional Personnel, it being understood and
agreed that nothing in this Section 4.1 shall permit the Manager to exercise
control over the quality of care and treatment that the P.C. provides to dental
patients.
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4.2 ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ of the Practice for all services
rendered by the P.C. shall be by and in the name of the P.C.
4.3 Billing and Collection Agent. The Manager shall serve as
billing and collection agent for the P.C. The Manager shall establish a
depository bank account on behalf of the Practice and will deposit into such
account collected fees generated from the Practice. As provided for in standing
instructions issued by the P.C. to the bank where such depository account is
located, the Manager may withdraw all monies daily from said bank account for
processing at a central location to be used for payment of the P.C.'s expenses,
including the amounts payable to the Manager pursuant to Section 5.1 hereof and
any amounts advanced to the P.C. pursuant to Section 5.3 hereof. Said processing
will consist of establishing and maintaining a book account for the P.C. showing
all fee collections and expense disbursements made by the Manager at the P.C.'s
request. The Manager will provide the P.C. with monthly financial statements for
the Practice reflecting such processing.
4.4 Reports. The Manager shall provide the P.C. with financial
statements for the Practice, stating gross revenues and amounts to be paid to
the Manager pursuant to Section 5.1 hereof.
4.5 Security for the Manager's Compensation. To secure the
prompt and orderly payment of any amounts owing by the P.C. to the Manager
pursuant to this Agreement, the P.C. hereby agrees to grant, at the request of
the Manager, a security interest to the Manager or to a third-party designated
by the Manager, in all its existing and hereafter created accounts receivable,
all cash or non-cash proceeds therefrom, all insurance policies and proceeds
relating thereto, and all of the P.C.'s rights as an unpaid provider of
services, whether now existing or hereafter created or acquired (collectively,
the "Collateral"). The P.C. agrees to execute any and all documents necessary to
perfect such security interest, including but not limited to, UCC financing
statements.
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ARTICLE 5
FEES
5.1 Fees Payable to the Manager. The P.C. agrees to pay the
0Manager for the provision of the Covered Services and the License and all other
services provided hereunder as follows, it being understood and agreed that
nothing in this Section 5.1 is intended to grant the Manager an ownership
interest in the P.C. or make the Manager a proprietor of the P.C. and that any
payments to the Manager represent the fair market value of the services being
rendered by the Manager:
a. A monthly license fee for the License in the amount of $*
per clinic location;
b. Monthly reimbursement of all the Manager's direct costs
(i.e. payroll, supplies, travel, etc.) allocated to the P.C., in the
Manager's discretion;
c. Monthly reimbursement of all the Manager's direct costs of
acquiring and/or leasing and maintaining facilities or clinic space
provided to the Practice;
d. Monthly reimbursement of all the Manager's direct costs of
acquiring and/or leasing and maintaining furniture, fixtures and
equipment provided to the Practice;
e. Monthly reimbursement of all the Manager's direct costs
incurred in the provision of the Marketing Services, with a ten percent
(10%) markup for overhead and administration and a fifteen percent
(15%) markup for profit on such costs; and
f. A per clinic location administrative fee (the
"Administration Fee") of $* per year payable in equal monthly
installments of $* per month on the first day of each month of this
Agreement and subject to renegotiation by either party hereto on each
anniversary of this Agreement. The Administration Fee is intended to
compensate the Manager for its unallocated overhead and a reasonable
profit.
*THIS INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
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5.2 Fair and Reasonable Compensation of the P.C. for Services
of Professional Personnel. The parties hereto agree that the P.C. shall have the
right to fairly and reasonably compensate its Professional Personnel for their
professional services. Compensation for the Professional Personnel shall be
determined in accordance with employment agreements and other employment
arrangements entered into between the P.C., in consultation with the Manager,
and the Professional Personnel, it being understood and agreed that nothing in
this Section 5.2 shall permit the Manager to exercise control over the quality
of care and treatment that the P.C. provides to dental patients.
5.3 Remittances. To the extent the P.C. shall not generate
adequate revenues to meet the P.C.'s ongoing operating expenses, including the
compensation for professional services pursuant to Section 5.2 of this
Agreement, the Manager shall advance to the P.C. or arrange for such amounts as
may be required. To the extent that the Manager advances any funds to the P.C.
pursuant to this Section 5.3, such advances shall be evidenced by
interest-bearing demand note(s) from the P.C. in favor of the Manager and shall
be secured by the Collateral as provided in Section 4.5 hereof.
5.4 Periodic Adjustment of Compensation. The parties hereto
recognize that the Practice may change in size and scope over the term of this
Agreement which may necessitate adjusting the fees provided for herein.
Therefore, the parties shall review the compensation to the Manager no less
frequently than semi-annually and more frequently at the request of the Manager
or the P.C., if changes in the business of the P.C. or services by the Manager
warrant such more frequent review, and may agree in writing to modification of
the compensation. Such review shall consider the scope of operations pursuant to
this Agreement at the time of review, the financial success of the Manager and
the P.C., changes in the purchasing power of money, the size and number of
facilities being supplied by the Manager, the scope of the Marketing Services,
the size of the Administrative Personnel workforce and the expenses and risks to
the respective parties of performing this Agreement.
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ARTICLE 6
TERM AND TERMINATION
6.1 Term. Unless sooner terminated in accordance with Section
6.2 hereof, the term of this Agreement shall be for a period of forty (40) years
and thereafter this Agreement shall continue indefinitely until terminated in
accordance with Section 6.2 hereof.
6.2 Termination. Notwithstanding any provision of this
Agreement to the contrary, this Agreement may be terminated as set forth below:
a. In the event of a material breach of this
Agreement by either party as a result of such party's gross negligence
or fraud, the other party may, at any time commencing sixty (60) days
after written notice of the breach has been given to the breaching
party, terminate this Agreement by delivery to the breaching party of a
further written notice of termination; provided, however, that if the
breaching party, prior to receiving such notice of termination, has
begun and is diligently continuing good faith efforts to cure such
breach, this Agreement shall remain in full force and effect;
b. If either party is determined by a court,
administrative body or peer review organization having jurisdiction, to
have engaged in conduct that results in material harm to the P.C. and
constitutes (i) a felony or other crime involving moral turpitude,
including fraud, theft, or embezzlement or (ii) a failure to act in an
ethical or professional manner, in keeping with accepted dental care
standards, then immediately upon notice by the other party;
c. If either party has engaged in any practice that
results in material harm to the P.C. and violates in any material
respect any federal, state or local law or regulation that is aimed at
protecting the public from coercion into treatment and preventing fraud
upon or abuse of public funding of health services, then immediately
upon notice by the other party;
d. If either party commences a voluntary case under
bankruptcy, insolvency or similar law, or any involuntary case is
commenced against either party under any bankruptcy, insolvency or
similar law and such involuntary case is not dismissed within thirty
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(30) days after filing, then immediately upon notice from the other
party; or
e. After the initial forty (40) year term of this
Agreement, either party may also terminate this Agreement, with or
without cause, by giving the other written notice of termination not
less than one (1) year prior to the effective date of termination.
6.3 Rights Upon Termination. The termination of this Agreement
shall not release or discharge either party from any obligation, debt or
liability which shall have previously accrued and remains to be performed upon
the date of termination.
ARTICLE 7
GENERAL PROVISIONS
7.1 Indemnification. Each party shall indemnify, hold harmless
and defend the other party from and against any liability, loss, claims,
lawsuits, damages, injury, cost, expense or other detriment arising out of or
incident to the performance or nonperformance under this Agreement by such
indemnifying party, its employees, Professional Personnel (in the case of the
P.C.), Administrative Personnel (in the case of the Manager), and agents,
including, without limitation, all consequential damages and attorneys' fees,
provided, however, neither party shall be liable to the other under this Section
7.1 for any claim covered by insurance, except to the extent liability of the
party exceeds the amount of the coverage.
7.2 Assignment. The rights conferred upon the P.C. hereunder
may not be transferred or assigned without the prior written consent of the
Manager and any assignment in violation of this Section 7.2 shall be void. This
Agreement shall be assignable by the Manager.
7.3 Notices. All notices, requests or instructions hereunder
shall be in writing and delivered personally or sent by registered or certified
mail, postage prepaid, as follows:
(1) If to the P.C.:
c/o Horizon Group International, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: President
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(2) If to the Manager:
c/o Valley Forge Dental Associates, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Either of the above addresses may be changed at any time by notice given as
provided above; provided, however, that any such notice of change of address
shall be effective only upon receipt. All notices, requests or instructions
given in accordance herewith shall be deemed received on the date of delivery,
if hand delivered, and five (5) business days after the date of mailing, if
mailed.
7.4 Entire Agreement. This Agreement and the documents
referred to herein contain the entire agreement between the parties hereto with
respect to the transactions contemplated hereby, and no modification hereof
shall be effective unless in writing and signed by the party against which it is
sought to be enforced.
7.5 Further Assurances. Each of the parties hereto shall use
such party's best efforts to take such actions as may be necessary or reasonably
requested by the other party hereto to carry out and consummate the transactions
contemplated by this Agreement.
7.6 Attorneys Fees. Each of the parties hereto shall bear such
party's own expenses in connection with this Agreement and the transactions
contemplated hereby.
7.7 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio applicable to
agreements made and to be performed entirely within such State, without regard
to any conflict of laws principles which would apply the laws of any other
jurisdiction.
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7.8 Article and Section Headings. The article and section
headings in this Agreement are inserted solely for convenience of reference and
are not a part of and are not intended to govern, limit or aid in the
construction of any term or provision hereof.
7.9 Waiver. The waiver of any covenant, condition or duty
hereunder by either party shall not prevent that party from later insisting upon
full performance of the same.
7.10 Amendment. No amendment in the terms of this Agreement
shall be binding on either party unless in writing and executed by the duly
authorized representatives of each party.
7.11 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, and both of which taken
together shall constitute one and the same instrument.
7.12 Severability. In the event that any provision of this
Agreement shall be held to be void or unenforceable for any reason, the parties
shall negotiate in good faith for a period of up to one hundred eighty (180)
days in order to arrive at a mutually acceptable substitute provision.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives as of the date
first above written.
HORIZON DENTAL GROUP
INTERNATIONAL, INC.
- ▇.▇. ▇▇▇▇, D.D.S.
By: /s/▇▇▇▇▇ ▇▇▇▇▇, D.M.D.
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇, D.M.D.
Title: Vice President
HORIZON GROUP INTERNATIONAL,
INC.
By: /s/W. ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Name: W. ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President