Terms of Service Agreement

General Terms


Schedule of Services:  Effective as of the date the parties enter into this agreement (the “Effective Date”) and subject to the specific details set forth above, Virtudent shall furnish a licensed hygienist (hereafter, “Dental Professional”) to provide regular preventative oral healthcare and referrals to providers as needed (collectively, the “Services”) at the Partner’s offices to the employees of the Partner in accordance with the Partner’s choices.  Virtudent is not committing to furnish a particular individual as the Dental Professional and may at any time change the Dental Professional.  Virtudent shall contract with the Dental Professional to provide the Services at a location and schedule agreeable to Partner; provided that Virtudent requires the Dental Professional ensure the Services are provided at the Partner’s office.


Place of Services and Equipment: Partner shall provide the Dental Professional a room to be converted into an examination room located at Partner’s office, which examination room shall be reasonably satisfactory, in the judgment of the Dental Professional, for the provision of the Services.   [In addition, Partner shall provide those items agreed to separately by the parties that are necessary to provide the Services.]


Professional Liability Insurance:  Virtudent shall ensure that the assigned Dental Professional maintains, throughout the Term of this Agreement, professional liability insurance covering the acts and omissions of the Dental Professional, in coverage amounts consistent with industry standards with an insurance company reasonably satisfactory to Virtudent.  Virtudent will require the Dental Professional to notify Virtudent in the event he or she does not have the required coverage and will promptly remove and replace such Dental Professional with another qualified Dental Professional.  Upon request, Virtudent shall provide Partner proof of such professional liability insurance maintained by the Dental Professional.


Responsibility of Parties:  Virtudent and Partner are independent contractors.  Virtudent shall indemnify and hold harmless Partner from and against any cost, damage, expense, loss, liability or obligation of any kind, including without limitation reasonable attorneys’ fees and costs which Partner may incur in connection with Virtudent’s furnishing of Dental Professionals.


Billing and Payment:  Virtudent shall bill the applicable Virtudent Patient directly for the Services.  If the Partner is covering a portion of the Virtudent on-site convenience fee, Partner agrees to submit payment no later than two weeks after receipt of invoice from Virtudent.


Medical Records:  Virtudent shall ensure that the Dental Professional maintains dental records with respect to all Virtudent Patients, all of which dental records shall be maintained in a professional manner consistent with the accepted practice of the dental community.  Virtudent shall also require the Dental Professional to comply with the HIPAA privacy standards.  All Virtudent Patient records maintained by the Dental Professional in connection with this Agreement shall be the sole property of the Dental Professional and Virtudent.  Partner understands and agrees that all of the dental records and other protected health information maintained by the Dental Professional will be held by the Dental Professional in strictest confidence, and that Partner will not be entitled to have access to the dental records maintained by the Dental Professional in the absence of an appropriate written authorization from the Virtudent Patient.


Noncompliance by Dental Professional: In the event the Partner becomes aware of any failure by the Dental Professional to comply with his or her obligations as contemplated herein, the Partner shall immediately provide written notice to Virtudent of such failure, which written notice shall describe the failure in reasonable detail, and Virtudent shall use its best efforts to address such failure or shall arrange for the substitution of another person as the Dental Professional.


Term and Termination: This Agreement shall be effective as of the Effective Date and automatically renew for successive one-year terms (each such renewal period, a Renewal Term), subject to earlier termination in accordance with this Agreement.  Unless either party gives written notice of nonrenewal to the other party at least one hundred eight (180) calendar days prior to the end of the initial term or any renewal term, this Agreement shall be automatically renewed for additional terms of one year each.  This Agreement may be terminated by either party with or without cause by providing the other party at least one hundred eight (180) days prior written notice.  The expiration or termination of this Agreement shall not affect the obligation of Partner to pay outstanding invoices for the period prior to such expiration or termination.  In the event of termination for any reason and for a period of one (1) year thereafter, Partner agrees not to use onsite professional dental services of the Dental Professional furnished by Virtudent pursuant to this Agreement.


Notice:  All notices and other communications permitted or required pursuant to this Agreement shall be in writing, addressed to the party at the address set forth at the end of this Agreement or to such other address as the party may designate from time to time in accordance with this Section.  All notices and other communications shall be deemed effectively given upon the earlier of actual receipt or:  (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.

Transferability and Assignment.  Neither this Agreement nor any of the rights granted herein may be assigned or transferred by either party, whether voluntarily or by operation of law, without the prior written consent of the other party and any attempt to do so shall be without effect, provided that, Virtudent may assign this Agreement or any of the rights granted to it herein without such consent in connection with any merger, consolidation, any sale of all or substantially all of its assets or any other transaction in which more than 50% of its voting securities are transferred.

Choice of Law, Jurisdiction, Venue.  This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to the matters of state law, with the laws of the Commonwealth of Massachusetts. Venue for all matters shall be in any federal or state court in Massachusetts, without giving effect to principles of conflicts of law thereunder.  By execution and delivery of this Agreement, each party hereto irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid court, and irrevocably waives any and all rights such party may now or hereafter have to object to such jurisdiction or venue in such courts. Each of the parties hereto agree that service of process to any party with respect to any action relating to the transactions contemplated by the Agreement may be accomplished pursuant to the methods set forth under Notice, above.


Nondisclosure.  The parties agree to take all reasonable steps to ensure that information with respect to the terms of this Agreement or with respect to the business of Virtudent or Partner acquired by virtue of the position of the other party under this Agreement shall not be disclosed or used outside of the business of either party; provided however, that the foregoing restriction shall not apply to information (a) provided to government authorities as required by applicable law or applicable regulation or consented to by the patient; (b) furnished to healthcare providers involved in a particular patient’s case; (c) which is or becomes public knowledge through no fault of either party; or (d) which is otherwise required to be disclosed by applicable law or applicable regulation or pursuant to a court order.