ARTICLE 1: DEFINITIONS
The following terms shall have the following meanings:
“Member Dentist” means a Provider who has executed an Agreement with Utah Dental United IPA
“Agreement” means this Member Agreement.
“Confidential Information” has the meaning set forth in Article 9.
“Dental Office” means the location or facility specified on the Signature Page (or in an attachment thereto) from which the Provider provides Dental Services. This term will include, if applicable, mobile facilities.
“Dental Providers” means those who are licensed to practice dentistry in the State of Utah.
“Member Fee” has the meaning set forth in Section 2.2, respectively.
“Operative Documents” means each of this Agreement and every other document or
certificate to be executed and delivered between or among the parties listed on the signature page in connection with the transactions described herein.
“State” means the jurisdiction(s) in which Dentist(s) is licensed to provide Dental Services.ARTICLE 2: IPA SERVICES
Section 2.1 The purpose of Utah Dental United is to promote enhanced and advanced clinical quality care among Dental Providers. As such, UDU IPA will offer the following services:
(a) Continuing Education focusing on both clinical and practice management
(b) Quality Assurance and Peer Review
(c) Contract Negotiations with 3rd Party Payors
(d) 3rd Party Payor Negotiations
(e) Coding Training
(f) Negotiations with Supply Companies
(g) Negotiations with Dental Labs
Section 2.2 Continuing Education. Continuing Education programs will provide accredited and approved Continuing Education Credits by participating Vendors who have approved Continuing Education credits. Utah Dental United will also provide its own approved Continuing Education credits through the Utah Dental Association. Member Dentists will be provided with continuing education credits upon completion of any offered continuing education classes.
Section 2.3 Quality Assurance and Peer Review. Each member dentist agrees to abide by the highest clinical standards. Member dentists also agree to accept Quality Assurance
Oversight and Peer Review by Utah Dental United in an effort to enforce Quality Care
Standards as set forth by Utah Dental United.
Section 2.4 Authority to Negotiate Fee Schedules. During the term of this Agreement, Dental Provider hereby appoints Utah Dental United as its agent, the purpose of negotiating fee schedules with third party payors. These third party payors include but are not limited to PPO, HMO, Medicare Advantage, Medicaid, or discount programs.ARTICLE 3: MEMBER DENTIST FEES
Section 3.1 Credentialing Fee. Each new member will be subject to a licensing background check. UDU IPA will also perform credentialing verification for each member to verify that the member dentist is in good standing with all necessary licensing boards. Failure to pass this credentialing process will result in a denial in membership. The credentialing fee is non- refundable. Initial enrollment into the Utah Dental United IPA will require a $985 credentialing fee.
Section 3.2 Ongoing Participation. Each Member is required to participate by utilizing a
partnership company that has been approved by the UDU IPA, or that member can opt to pay
a monthly membership fee.ARTICLE 4: NON-COMPETITION AND NON-DISCLOSURE
Section 4.1 Non-Competition. Each member dentist agrees that, during the term of this Agreement and for the twenty-four (24) months following the termination of this Agreement, member dentist shall not participate in ownership in any organization that competes directly with Utah Dental United. A Member may participate in any noncompeting business or activity without accounting to the Company or the Members. The Member is encouraged but not required to refer root canals, wisdom teeth extraction, periodontal or orthodontic treatments to other clinics or businesses so long as (a) the Company is providing such services and (b) referring such services to the Company is consistent with the patient’s medically necessary and appropriate treatment of care.
Section 4.2 Non-Disclosure. During the Term of this Agreement, member dentist recognizes and acknowledges that by virtue of entering into this Agreement, the member dentist will have access to certain information that is confidential and constitutes valuable, special, and unique property of Utah Dental United. The member dentist acknowledges and agrees that the compilation of information, including office records and all information and data connected with or related to Utah Dental United, including without limitation, all techniques, methods and methodologies, systems, facts, marketing materials, or other information concerning Utah Dental United’s practice, member dentist agrees to keep all Utah Dental United’s proprietary information confidential.
Section 4.3 Non-Solicitation. In light of each Member’s access to confidential information and trade secrets of the Company and position of trust and confidence with the Company, each Member agrees that, while such Member is a Member of the Company and for 1 year thereafter, such Member shall not, directly or indirectly, hire or solicit, or encourage any other Person to hire or solicit, any individual who has been employed by, or is an independent contractor or consultant of, the Company or any Company subsidiary, or encourage any such individual to leave such employment or engagement. Section 13.5 shall not prevent a Member from hiring or soliciting any current or former employee, contractor or consultant of the Company or any Company subsidiary who responds to a general solicitation that is a public solicitation of
prospective employees and not directed specifically to any Company or Company subsidiary employees, contractors or consultants.
Section 4.4 Remedies. In the event of an actual or threatened breach of this agreement by the member dentist, Utah Dental United shall be entitled to pursue injunctive remedies without the necessity of posting a bond, cash or otherwise. The foregoing injunctive relief shall be without prejudice and in addition to any other action or remedy permitted to Utah Dental United under the law.ARTICLE 5: REPRESTATIONS AND WARRANTIES OF THE PROVIDER AND DENTIST(S)
Each member dentist hereby represents and warrants to Utah Dental United throughout the
term of this Agreement, as follows:
(a) Member dentist operates a legal entity that is in good standing according to the standards of the Utah Corporations Commission and the standards of the city in which the member dentist practices dentistry.
(b) Member Dentist has no unresolved malpractice or civil complaints.
(c) Member Dentist has a license to practice dentistry in the State of Utah and that there is no current disciplinary action, by the Utah Dental Board, that are unresolved.
(d) If applicable, member dentist has an active DEA certificate with the appropriate permissions to prescribe medicine.
(f) Member Dentist has active professional liability coverage with minimum coverage limits of $1 million per occurrence, and $3 million for aggregate.
ARTICLE 6: TERMINATION; RENEWAL
Section 6.1 Initial Term. The initial term of this Agreement will run for one (1) years from the date of the Agreement, unless earlier terminated in accordance with this Agreement.
Section 6.2 Cause for Termination of this Agreement.
(a) Death or Disability. If a member dentist is the sole dentist providing at the members dental practice and that member dentist dies or becomes disabled from the performance of dentistry during the term of this Agreement, this Agreement will be terminated effective on the date of death or on the date of notice to Utah Dental United of the disability of the Dentist.
(b) Early Termination by Member Dentist. Member dentist may initiate termination for any reason by submitting a written letter to Utah Dental United to express desires to terminate this agreement. Utah Dental United Requires 30 day termination notice. Upon termination Utah Dental United will remove the dentist from any existing supply discounts, 3rd Party Payor Agreements/Contracts, and any other benefit associated with UDA IPA membership.
(c) Termination by Utah Dental United. Utah Dental United may initiate termination for any reason by submitting a written letter to the Member to express desires to terminate this agreement. In the event where a member dentist commits an egregious act that violates this agreement or the clinical quality standards if the UDU IPA, Utah Dental United shall initiate termination by submitting a letter to the member dentist directly. Termination initiated by Utah Dental United will become effective on the day the termination notice is received by the member dentist.ARTICLE 7: GENERAL PROVISION
Section 7.1 Indemnification.
(a) The parties, jointly and severally, do hereby agree to indemnify, defend and hold each other, including directors, officers, employees and representatives, harmless from and against any losses, liabilities, damages, costs (including without limitation, court costs) and expenses (including without limitation, reasonably attorneys’ fees) that the party being indemnified incurs as a result of, or with respect to (i) any misrepresentation or breach of warranty by the indemnifying party, and (ii) any breach by the indemnifying party of, or any failure by the indemnifying party to perform, any covenant or agreement required to be performed by such party under this Agreement.
(b) If any claim is asserted in writing by a third party against a party entitled to indemnification under this Section (the “Indemnified Party”) that would give rise to a claim under this Section, the Indemnified Party shall notify the person giving the indemnity (“Indemnifying Party”) in writing of the same within fifteen (15) days of receipt of such written assertion of a claim or liability. The Indemnifying party shall have the right to defend a claim and control the defense, settlement and prosecution of any litigation. If the Indemnifying Party, within ten (10) days after notice of such claim, fails to defend such claim, the Indemnifying Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, comprise or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party.
Section 7.2 Binding Effect. This Agreement is binding on and will inure to the benefit of the parties and their respective successors and assigns.
Section 7.3 Notices. Any notices, payment, demand or communication required or permitted to be given to any party by any provision of this Agreement shall be in writing and sent by hand delivery or overnight courier to the following addresses or to replacement addresses provided by notice under this Section 8.5. Any such notice shall be deemed to be delivered, given and received as of the date it is delivered into the hands of the agent who will effect delivery.
(a) Notices to Utah Dental United:
445 E. 4500 S. #150
Salt Lake City, Utah 84107
(b) Notices to Provider and Dentist(s)
