Lean Dental Design agrees to provide architectural and construction administration services to the Practitioner in connection with the construction, buildout, and opening of a dental office practice at the location leased by the Practitioner. These services are detailed in the agreement and may be performed directly by Lean Dental Design or through its affiliates.
The Practitioner agrees that Lean Dental Design may, at its discretion, perform any or all services directly or through its affiliates.
Lean Dental Design will provide the following services and associated fees:
The practitioner shall be solely responsible for the cost of constructing, equipping, and furnishing the Practice Location. The practitioner shall also act diligently and work with the Company in good faith to provide information in regard to the equipping and furnishing of the Practice which may have an impact on the design of the Practice. This information shall be provided by the Practitioner in accordance with the timelines established by the Company.
1. Engagement of Services: The client must hire Lean Dental Design to provide the Schematic Design, the Fully Engineered Construction Documents, and Contractor Bid Auditing service for the project.
2. Obtaining Construction Bids:
The client is required to obtain a minimum of three accurate bids from general contractors based on the Lean Dental Design Fully Engineered Construction Documents.
3. Obtaining Cabinet Bids: The client is required to obtain cabinet bids from Lean Dental Design’s approved cabinet contractors.
The guaranteed project savings, as it applies to the guarantee, will be calculated as follows:
Total Savings = (Construction Savings) + (Cabinetry Savings) + (Audited Errors)
Definitions:
This agreement will commence on the Effective Date and continue until the Practice opens for business unless terminated earlier as outlined in the agreement.
This Agreement may be terminated:
a. upon the written agreement of both Parties.
b. by the Company if Practitioner fails to timely pay all installments of the Services Fee due and fails to make such payment within ten (10) days after the Company’s delivery of a written notice of such failure to Practitioner.
c. by the Company if Practitioner fails to timely pay the Company, its affiliates, designees or any suppliers or vendors for any amounts due and does not correct the failure within ten (10) days after the Company’s delivery of a written notice of such failure to Practitioner.
d. by the Company if Practitioner causes avoidable or unreasonable delays which prevent the completion of the construction documents; or
e. by either Party if either Party materially breaches this Agreement and does not correct such breach within thirty (30) days after the non-breaching Party’s delivery of a written notice of such breach to the other Party.
Neither Party shall, during the term of this Agreement or thereafter, communicate, divulge, or use any Confidential Information (as defined below) for the benefit of any persons, business, corporation or entity other than the Party to whom the Confidential Information belongs. “Confidential Information” means knowledge, trade secrets or know-how concerning either Party including, but not limited to, confidential financial information of either Party, business methods or processes of the Company and/or its affiliates, business development plans, pricing structures, and architectural designs/layouts/schematics of the Company and/or its affiliates. This Section shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
In performing the Services, the Company (and/or its affiliates or designees) is an independent contractor, and is not an employee, partner, principal, agent, fiduciary, or joint ventures of Practitioner or his/her Practice, nor are any of the Company’s (and/or its affiliates or designees’) employees, partners, principals, agents, fiduciaries, or joint venturers of Practitioner or his/her Practice. Neither Party has authority to create or assume any obligation on behalf of the other Party, or to hold itself out as having such authority, without the prior written consent of the other Party. Neither Party has the authority, implied, apparent or expressed, to lawfully bind the other Party with respect to any matter.
a. Practitioner shall indemnify and hold harmless the Company and its affiliates, and their respective officers, directors, owners, employees and representatives, from any and all actions, judgments, claims, damages, liabilities, losses, costs, and expenses (including reasonable attorney’s fees and costs, even if incident to appellate, post-judgment, or bankruptcy proceedings) to which they become subject or that they incur arising from or relating in any manner to Practitioner’s breach of this Agreement, Practitioner’s ownership or operation of the Practice, Practitioner’s (or the Practice’s) use, occupancy, control or possession of the Location premises, or claims for injury to persons or damage to property on or around the Location premises.
b. The Company shall indemnify and hold harmless Practitioner and its affiliates, and their respective officers, directors, owners, employees and representatives, from any and all actions, judgments, claims, damages, liabilities, losses, costs, and expenses (including reasonable attorney’s fees and costs, even if incident to appellate, post-judgment, or bankruptcy proceedings) to which they become subject or that they incur arising from or relating in any manner to the Company’s breach of this Agreement or intentional misconduct or gross negligence in providing Practitioner the architectural services.
c. Each Party will provide the other Party with reasonable notice of any event of which either Party becomes aware for which indemnification may be required and the indemnified Party may elect (but is not obligated) to direct the defense thereof, provided that the selection of counsel shall be subject to the indemnifying Party’s consent, which consent shall not be unreasonably withheld or delayed. This Section shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
Neither party may assign the agreement or any rights or obligations without the prior written consent of the other party.
The failure of either Party hereto at any time to enforce performance by the other Party of any provision of this Agreement shall in no way affect such Party’s rights thereafter to enforce the same, nor shall the waiver by either Party of any breach of any provision hereof be deemed to be a waiver by such Party of any other breach of the same or any other provision hereof.
All notices, requests and other communications hereunder shall be in writing and shall be delivered by a nationally recognized courier service or professional messenger service, or sent by e-mail or mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases, addressed to:
Company: LEAN Dental Design
Attn: Chris Raba
PO Box 12321
San Antonio, Texas 78212
E-Mail: chris.raba@leandentaldesign.com
All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgement or other evidence of actual receipt or delivery to the address. In case of service by e-mail, a copy of such notice shall be personally delivered or sent by certified mail, in the manner set forth above, within three (3) business days thereafter. Any party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional person to which all such notices or communications thereafter are to be given.
If any provision of this agreement is held invalid, the remainder of the agreement shall remain in effect.
This Agreement represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes and replaces any and all prior agreements and understandings by or between the Parties to this Agreement. This Agreement may be modified only by a written instrument duly executed by the Company and Practitioner
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to the conflicts of laws principles thereof. Any suit brought here on shall be brought in Bexar County, Texas, the Parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. Each Party hereby agrees that any such court shall have in persona jurisdiction over it and consents to service of process in any manner authorized by Texas law.
No Party nor any of its affiliates, members, shareholders, officers, employees, agents, or any third-party vendor, will be liable to the other Party for any punitive or exemplary damages arising from or related to this Agreement. Practitioner agrees that the Company shall not be liable to Practitioner or his/her companies, affiliates, members, shareholders, officers, employees, agents, the Practice or any third-party vendor for any special, indirect, consequential, punitive, or exemplary damages arising from or related to the Company’s provision of the Services under this Agreement, including but not limited to loss of revenue or anticipated profits, lost business, goodwill, business interruptions, or cost of procurement of substitute goods, technology, or software, whether or not the circumstances giving rise to such claims may have been within the control of such party, and whether or not such party may have been advised of or foreseen the possibility thereof. This Section shall survive the expiration or termination of this Agreement. In no event shall the Company’s aggregate liability arising out of the provision of the Services hereunder exceed the amount paid by Practitioner hereunder
EACH PARTY KNOWINGLY, WILLINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A T RIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM, OR OTHER PROCEEDING, TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION WITH THIS AGREEMENT.
The Company and Practitioner agree that the relationship contemplated by this Agreement is a unique and individual relationship between the Parties and will be characterized by unique circumstances, actions, and experiences that relate only to Practitioner and Practitioner’s relationship with the Company. Therefore, the Company and Practitioner agree that any litigation between or among the Parties to this Agreement and any of their affiliates will be conducted on an individual basis and not on a consolidated or class-wide basis with any other person or entity that may have an arrangement with us similar to that of Practitioner.
If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of any alleged dispute, breach, default or misrepresentation in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs it incurred in that action or proceeding, in addition to any other relief to which it may be entitled.
This agreement may be executed in multiple counterparts, each of which shall be considered an original.