THIS AGREEMENT made as of the date of signature of this contract BETWEEN : Smile and Company (hereinafter referred to as Smile and Company.) OF THE FIRST PART
AND : The Signee
(hereinafter referred to as the Dental Contractors) OF THE SECOND PART
WHEREAS the Dentist of the Dental Practice is a member of good standing of a Provincial Dental Association and is duly qualified and licensed to practice dentistry in the Province of Alberta;
AND WHEREAS the Dental Hygienist is a member of the Canadian Dental Hygienists Association and is duly qualified and licensed to practice dental hygiene in the Province of Alberta;
AND WHEREAS the Dental Assistant is a member of the Canadian Dental Assistants Association and is duly qualified and licensed to practice dental assisting in the Province of Alberta;
AND WHEREAS the practice includes all equipment, furniture, assets, supplies and facilities necessary to conduct the dental practice (the “equipment”) together with all managerial, secretarial, administrative and accounting services necessary to conduct the practice (the “services”);
AND WHEREAS the Dental Contractor desires to carry out his or her practice in association with the Dental Practice as an independent contractor and not as an employee of the Dental Practice on the terms and conditions herein set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
ARTICLE 1 – EMPLOYMENT RELATIONSHIP
1.1.The parties specifically agree that the Dental Contractor is an independent contractor and is not in any manner an employee, joint venture or partner of the Dental Practice with regard to the services to be carried out or performed pursuant to this Agreement. The Dental Contractor further agrees not to claim any benefit or protection under any law which provides a benefit or protection to employees.
1.2.The Dental Practice hereby grants to the Dental Contractor, a non-exclusive, revocable license to use the premises together with such equipment and services as are reasonably necessary for the Dental Contractor to carry on the Dental Contractor’s practice.
1.3.The Dental Contractor acknowledges that the Dental Practice is entitled to the concurrent use of the premises, the equipment and the services and that the
Dental Practice may have granted or in the future may grant, similar concurrent rights to use the premises, the equipment and the services to other dental health professionals, dental hygienists, dental assistants or support personnel.
1.4.The Dental Contractor agrees and acknowledges that the Dental Contractor shall have no authority to make, alter or discharge any contract or agreement or to receive any money due or to become due to the Dental Practice except as may be specifically agreed to as set out herein. The Dental Contractor further confirms that he or she shall not at any time, be considered or hold him/herself out to be an agent of or to have the authority or capacity to legally bind the Dental Practice.
1.5.The Dental Contractor shall be free to perform the duties and services required pursuant to this Agreement as the Dental Contractor, in his or her discretion, acting reasonably and in accordance with the highest professional standards, deems appropriate. The Dental Contractor shall be free to select the hours of work and the scheduling of vacation time without seeking the consent of the Dental Practice; the dental contractor must determine the hours prior to the booking of the dental contractor.
1.6.The Dental Contractor is free to carry on his or her practice in association with the Dental Practice’s practice during the term of this Agreement subject only to the terms and conditions set forth in this Agreement.
ARTICLE 2 – TERM
2.1.This agreement will be renewed in writing by the parties on the 1st of July each year.
ARTICLE 3 – FEES AND ACCOUNTING
3.1.The Dental Contractor shall be responsible for posting his/her expected wage on his/her account upon signing up with Smile and Company. If the Dental Contractor chooses not to post his/her expected wage, the wage will be decided by the Dental Clinic.
3.2.The Dental Contractor shall accurately record all work performed and services rendered pursuant to this Agreement on an individual patient basis. The Dental Practice shall pay the Dental Contractor in full within 2 weeks of the shift. The Dental Contractor shall be responsible for confirming that the correct payment has been made to him/her by the Dental Clinic.
3.3.The Dental Clinic shall collect all patient accounts for work performed by the Dental Contractor. All monies received by the Dental Clinic on account of the Dental Contractor’s work or services rendered shall be credited to the Dental Clinic’s account for distribution as set out herein.
3.4.The parties agree that the Dental Contractor is being paid a salary on an hourly wage. If no work or services are performed by the Dental Contractor and if no invoices are submitted by the Dental Contractor, the Dental Practice is under no obligation to pay any sum of money to the Dental Contractor.
3.5.The Dental Contractor confirms that he/she is not an employee and accordingly is not entitled to receive vacation pay, sick leave, payment for statutory holidays, overtime pay, bonuses or other employee benefits.
ARTICLE 4 – DUTIES
4.1.The Dental Contractor shall carry out the Dental Contractor’s practice in conformity with all provincial legislation governing the provision of dental services and in addition to the normal and usual services performed by the Dental Contractor in the course of carrying out a practice the Dental Contractor shall be required to perform the specific tasks requested by the Dental Practice as long as the specific tasks are within the Dental Contractor’s scope of practice.
ARTICLE 5 – EXTENT OF SERVICES
5.1.The Dental Contractor shall devote such time, attention and energies to his or her practice as is required to conduct such practice and to perform the duties set out herein.
5.2 The Dental Contractor shall not, during the term of this Agreement, engage in temporary placement or employment through any other company or agency than Smile and Company. The Dental Contractor shall not provide temporary personnel services through any other temporary placement agency or to any Dental Clinic without booking through Smile and Company. Failure to comply with this, will result in termination of services provided by Smile and Company.
5.3 The Dental Contractor shall provide their availability on their schedule on www.smile-and-company.com. If the Dental Contractor states that they are available, the dental contractor is obliged to commit to the schedule provided and agree to provide services for the dates that they have stated availability in their schedule on www.smile-and-company.com .
ARTICLE 6 – OBLIGATIONS OF THE DENTIST
6.1.As per the Dental Practice’s contract with Smile and Company, the Dental Practice covenants and agrees that he or she shall be responsible for providing the use of the following equipment and services to the Dental Contractor during the term of this Agreement:
(a) All equipment and expendable supplies reasonably necessary to conduct the Dental Contractor’s practice;
(b) All administrative and bookkeeping services required for the efficient carrying on of the Dental Contractor’s practice;
(d) The preparation of statements and calculations and record keeping for billings and collections, patients accounts, receivable lists and monthly and year end summaries;
ARTICLE 7 – OBLIGATIONS OF THE DENTAL CONTRACTOR
7.1.The Dental Contractor covenants and agrees that he or she shall be responsible for the following expenses relating to the Dental Contractor’s practice and that the Dental Practice shall have no responsibility or liability to provide the following services to the Dental Contractor or to pay any expenses relating thereto:
(a) Cost of obtaining and maintaining appropriate liability insurance;
(b) Professional licensing fees and memberships;
(c) Personal uniforms, Dental contractor must wear freshly laundered scrubs to each day of service
7.2.The Dental Contractor covenants and agrees that during the term of this Agreement the Dental Contractor shall:
(a) Use the Dental Contractor’s best skill in endeavouring to perform the Dental Contractor’s obligations under this Agreement, including the obligation to maintain accurate patient records and charts;
(b) Maintain and pay for all necessary practice certificates and licenses.
7.3.The Dental Contractor represents and warrants that he or she is now and will continue to be throughout the term of this Agreement a member in good standing of the at least one (1) of the following:
(a) Canadian Dental Hygienists Association and is duly qualified and licensed to practice dental hygiene in the Province of Alberta.
(b) Canadian Dental Assistants Association and is duly qualified and licensed to practice dental assisting in the Province of Alberta.
7.4.The Dental Contractor will abide by the rules of the designated office within the Dental Contractor’s scope of practice. The Dental Contractor will arrive 20 minutes prior to the time requested by the Dental Practice. The Dental Contractor will remain and provide service to the Dental Practice until the time that is specified by the Dental Practice. The Dental Contractor will refrain from using his/her mobile/cellular device during paid time. The Dental Contractor may use mobile/ cellular device if he/she is on an unpaid break. Smile and Company will conduct reviews of the services with the Dental Practice and the Dental Contractor. Smile and Company will provide feedback based on these reviews. If the Dental Contractor or Dental Practice is non-compliant, Smile and Company reserves the right to terminate access or use to www.smile-and-company.com and to end access or use of Smile and Company services.
ARTICLE 8 – CONFIDENTIALITY AND NON-COMPETITION
8.1.The Dental Contractor acknowledges that in providing services to the Dental Practice he or she will acquire information about certain matters and things which are confidential to the Dentist and which information is the exclusive property of the Dental Practice, including, but without limiting the generality of the foregoing:
(a) Lists of past, present and potential patients of the Dental Practice;
(b) All patient files, records and charts;
(c) Information relating to the dental practice, its finances, its manner of operations and other operational data.
8.2.The Dental Contractor acknowledges that the information herein referred to could be used to the detriment of the Dental Practice. The Dental Contractor undertakes to treat confidentially all such information and agrees not to disclose same to any third party during the duration of this Agreement or thereafter. The Dental Contractor acknowledges, without prejudice to any other rights of the Dental Practice, that an injunction is the only effective remedy to protect the Dental Practice’s rights as set out in this subparagraph.
8.3.The Dental Contractor hereby acknowledges that all patient files and charts are and shall remain the property of the Dental Clinic unless the parties agree in writing to the contrary. In the event that this Agreement is terminated, the Dental Contractor shall deliver to the Dental Clinic all patient files and charts that are in the Dental Contractor’s possession and that belong to the Dental Clinic.
ARTICLE 9 – INDEMNITY
9.1.The Dental Contractor shall indemnify and hold harmless the Dental Practice from and against all claims, actions, damages, liabilities, fines, causes of actions, suits, demands, costs and other expenses sustained or incurred by the Dental Practice by reason of any claim made by any patient in respect of any treatment received by such patient from the Dental Contractor.
9.2.The Dental Practice shall indemnify and hold harmless the Dental Contractor from and against all claims, actions, damages, liabilities, fines, causes of actions, suits, demands, costs and other expenses sustained or incurred by the Dental Contractor by reason of any claim made by any patient in respect of any treatment received by such patient from the Dental Practice.
ARTICLE 10 – TERMINATION
10.0.This Agreement shall be terminated upon the death of either the Dental Practice or the Dental Contractor.
(a) This Agreement shall be terminated if the Dental Contractor is incapable, as a result of mental or physical incapacity, to conduct dental services for four (4) consecutive months.
10.2.Either party may terminate this Agreement, upon the occurrence of any of the following events, such termination to be effective immediately upon receipt by the other party of written notice to the effect that:
(a) A party is materially in default of any of the provisions, terms or conditions contained herein and if such party shall have failed to remedy such default within immediately after written notice of such default has been delivered by the other party;
(b) A party becomes bankrupt or insolvent or makes an assignment for the benefit of such parties’ creditors, has a petition of bankruptcy filed against him/her or attempts to avail him/herself of any protection arising out of an applicable statute relating to insolvent debtors;
(c) Either the Dental Practice or the Dental Contractor is suspended for any period of time or loses his or her license to practice by the respective provincial licensing association.
10.3.This Agreement may be terminated by either party at any time, without cause, by giving to the other party, 30 days in advance written notice of such termination. In the event the notice is given by one party to the other, the terms and conditions contained in this agreement shall continue in full force and effect until the termination date. During the notice period, all reasonable efforts shall be made by the Dental Contractor to complete the dental services to all patients for whom he or she has commenced providing dental hygiene services.
10.4.The Dental Contractor’s right to receive payment from the Dental Practice for all work performed and invoiced prior to the termination or expiry of this Agreement shall survive any expiration or termination of this Agreement.
10.5. In the event that the Dental Contractor does not attend the Dental Practice to provide services for the Dental Practice for a scheduled booking, is late for a scheduled booking, or has continuous poor reviews, Smile and Company has the right to terminate the contract with the individual, and all access to the www.smile-and-company.com and Smile and Company services will be terminated.
ARTICLE 11 – NOTICE
11.1.Any notice of cancellation of a dental contractor’s booking/posting to a dental clinic must be given to Smile and Company, report, direction, request or other documentation required or permitted to be given to any party hereto shall be in writing and shall be given in person, by email or by mailing by prepaid mail addressed as follows:
Smile & Co.: 1035 Kings Heights Way Airdrie, AB T4A0S2, email@example.com
Either party may provide by notice in writing to advise of a new address for notice, which shall then be used by the party to whom it is addressed.
Any notice, report, direction, request or other document delivered personally in accordance herewith shall be deemed to have been received by and given to the addressee on the day of delivery of transmission. Any notice, report, direction, request or other document mailed or emailed as aforesaid shall be deemed to have been received by and given to the addressee on the third (3r d) business day following the date of mailing, provided that for such purposes no day during which there shall be a strike or other occurrence which shall interfere with normal mail service shall be considered a business day.
ARTICLE 12 – GENERAL
12.0.In the event that any provision or part of this Agreement shall be deemed void or invalid by a Court of competent jurisdiction, the remaining provisions, or parts of it shall be and remain in full force and effect.
12.1.Any modification to this Agreement must be in writing and signed by the Parties hereto.
12.2.This Agreement shall be governed by the laws of the Province of Alberta and the parties agree that they will attorn to the jurisdiction of the Courts of Alberta.
12.3.All terms and words used in this Agreement, regardless of the number and gender in which they are used shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine or feminine or neutral as the context or sense of this Agreement or any paragraph or clause herein may require, the same as if such words had been fully and properly written in the appropriate number and gender.
12.5.Time shall be of the essence of this Agreement and every part thereof.
12.6.This Agreement shall be binding upon and ensure to the benefit of the Parties hereto, their respective heirs, executors, administrators and assigns.
12.7.The Dental Contractor confirms that it has been recommended to the Dental Contractor that the Dental Contractor consult a solicitor and obtain independent legal advice prior to the execution of this contract. The Dental Contractor confirms that he or she has voluntarily declined to seek independent legal advice despite being given every opportunity to do so. The Dental Contractor confirms that he or she has signed this Agreement voluntarily and with full understanding of the nature and consequences of the Agreement.
Article 13 – Compensation/Expenses
13.0. Fees, as full and complete consideration for the services to be performed by the Dental Contractor, the Dental Practice agrees to pay total fees, as per the agreement with Smile and Company, in accordance with this section 13 inclusive of any and all taxes which the Dental Contractors complete responsibility are. Payment of the fees shall be subject to completion of the services provided herein. Any questions regarding payment to the Dental Contractor may be directed toward the Dental Practice.
This contract automatically renews July 1st of each year. If you do not plan to renew after July 1st, please contact us at firstname.lastname@example.org to notify us in writing that your contract will not be renewed automatically.
IN WITNESS WHEREOF the Parties hereto have executed this agreement as of the date first above written.
SIGNED, SEALED AND DELIVERED ) in the presence of:
Dental Contractor ( Print Name)
______________________________ Date: _______________________
Dental Contractor ( Sign Name)