Blueprint Table of Contents

Excerpt from
CONTRACT BLUEPRINT: GUIDE to a DENTAL TRANSITION and LEGAL AGREEMENT - Revised October 2006

Note: This is an example only. Its accuracy and acceptability are not guaranteed.

INTRODUCTION

I. PURPOSE, OBJECTIVES AND ADVANTAGES OF A PHASED TRANSITION
II. STRUCTURING OF A TRANSITION
III. PROFITS AND MANAGEMENT
IV. ROUTE TO FORMATION OF A TRANSITION
V. STAFF AND PATIENT NOTIFICATION AND STAFF INVOLVEMENT
VI. REQUIRED CONTENT AND EXECUTION OF THE WRITTEN AGREEMENT
VII. ADDITIONAL PROVISIONS FOR A STRAIGHT BUY-SELL
VIII. BLUEPRINT EXPLANATIONS, TERMINOLOGY AND USE
IX. EXAMPLE ONLY

AGREEMENT

I. INTRODUCTION
RECITALS, WITNESSETH, LANGUAGE, NAMES
TERM
TERMINATION, DEFINITIONS, NOMENCLATURE, REFERENCES

II. EMPLOYMENT (ASSOCIATESHIP) AGREEMENT
PARTIES
EMPLOYMENT STATUS
TERM OF ASSOCIATESHIP PERIOD
PATIENT ANNOUNCEMENTS
DUTIES
PROVIDER NAMES
PATIENT RECORDS
TELEPHONE
MAIL HANDLING
COLLECTIONS AND DEPOSITS
FINANCIAL RECORDS
WORKING HOURS AND SCHEDULING
VACATIONS AND MEETINGS
DISCOUNTS
PATIENT DISTRIBUTION
STAFF ACCEPTABILITY
SENIOR PARTY'S WORK SCHEDULE REDUCTION
ASSOCIATE COMPENSATION
HYGIENE RECALL COMPENSATION
HYGIENE DUTIES
ASSOCIATE START-UP DRAWS
CORPORATE BENEFITS
CORPORATION EXPENSES
EQUIPMENT AND SUPPLIES
LABORATORY EXPENSES
PARTY'S INDIVIDUAL EXPENSES
INSURANCE REVIEW
ASSOCIATE'S DEATH OR DISABILITY
LEGAL WARRANTIES
CORPORATE AUTHORITY

III. TERMINATION (DISSOLUTION)
TERMINATION AND WITHDRAWING PARTY DEFINITIONS
TERMINATION FOR CAUSE
TERMINATION WITHOUT CAUSE
NOTICE WAIVER
TERMINATION ACCOUNTS RECEIVABLE
EQUIPMENT PURCHASE
WITHDRAWING PARTY'S NAME
TRIAL PERIOD
DOWN PAYMENTS, ETC.
RESTRICTIVE COVENANT
LIMITATION OF RESTRICTIVE COVENANT
DAMAGES
PAYMENT FOR PATIENT RECORDS
WITHDRAWING PARTY'S PATIENT RECORDS
NON-SOLICITATION
EVENTS OF SALE
JUNIOR PARTY'S OBLIGATION TO PURCHASE
SENIOR PARTY'S OBLIGATION TO PURCHASE
PRIOR OPTION
SENIOR PARTY'S PURCHASE OPTION
RIGHT OF FIRST REFUSAL
STOCKHOLDERS' OBLIGATION TO WITHDRAW (FORCE OUT)

IV. BUY-SELL AGREEMENT FOR BUY-IN (PARTNERSHIP FORMATION)
DEFINITION, CLOSING AND REQUIREMENT
OWNERSHIP PERCENTAGE AND NUMBER OF OWNERS
DEFINITIONS, ETC.
LIABILITIES
LEASE
REAL ESTATE
COVENANT
ALLOCATIONS
APPRAISAL
GROWTH CREDIT
PURCHASE PRICE
RECEIVABLE
PURCHASE PROMISSORY NOTE
JUNIOR BUY-IN INCENTIVES AND DISINCENTIVES
ENDORSEMENT
SELLER WARRANTIES
ACKNOWLEDGMENTS
JUNIOR PARTY'S COUNSEL
SENIOR PARTY'S PRODUCTION LIMITATIONS
ALTERNATIVE BUY-IN OPTIONS

V. PARTNERSHIP (OPERATING) AGREEMENT
MANAGEMENT
OFFICE EXPENSES AND BANK ACCOUNT
PARTNERS COMPENSATION
PARTNERSHIP NOTE PAYMENTS
ORDER OF OBLIGATIONS
RETIREMENT PLANS
ADDED PARTIES

VI. BUY-SELL AGREEMENT FOR SELL-OUT (FINAL SALE)
TIMING
CLOSING
PURCHASING STOCKHOLDER
PURCHASE DEFINITIONS, ETC.
ASSETS
LIABILITIES
PATIENT RECORDS
RESTRICTIVE COVENANT
ALLOCATIONS
APPRAISAL
GROWTH CREDIT
PURCHASE PRICE
ACCOUNTS RECEIVABLE
FINANCING
PURCHASE PROMISSORY NOTE
DECEASED SELLING STOCKHOLDER
INSURANCE REQUIREMENT
INDEMNIFICATION
CONTINGENT LIABILITIES, TAXES DUE
SALE TAXES
STOCKHOLDERS' SALE OBLIGATION
SENIOR PARTY'S OPTION TO PRACTICE
PROFESSIONAL TREATMENT FOLLOWING RETIREMENT

VII. GENERAL, MISCELLANEOUS
NOTICES AND ADDRESSES
LAW GOVERNING
INDEMNIFICATION
MEDIATION (DISPUTE RESOLUTION)
ARBITRATION
FAILED PROFESSIONAL TREATMENT
TRANSFER OR ENCUMBRANCE
AMENDMENT OR MODIFICATION
CORPORATE APPROVAL
PERSONAL GUARANTEE
HEADINGS, TITLES AND CAPTIONS
PRONOUNS AND PLURALS
COUNTERPARTS
ATTORNEYS' FEES
EXPENSES
NOTICE OF BREACH OR DEFAULT
WAIVER OF BREACH
ASSIGNMENT
SURVIVAL
COMPETITION AND TRADE SECRETS
TIME OF THE ESSENCE
TERMINATION
SPECIFIC PERFORMANCE
BINDING AGREEMENT
SEVERABILITY (SAVINGS)
ENTIRE AGREEMENT (INTEGRATION)
ADDITIONAL AGREEMENTS
ADDITIONAL PROVISIONS AND MODIFICATIONS
SIGNATURES

SUMMARY

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"I have known Norm for thirty-five years, and have watched him develop this truly unique and exciting exit plan. Every dentist should look closely at what Norm has done. I certainly will."
— Ken James, DDS (International author and lecturer)