THIS AGREEMENT, made on {date} and entered into, by and between Integrity Doctors of Florida, L.L.C. (and its successors) (hereinafter called "CONSULTANT"), and {By} (hereinafter called "INTEGRITY DOCTOR").

WITNESSETH:

WHEREAS, CONSULTANT has invested many hours and dollars in the procurement and development of the management consulting system, which consists of web-based communication systems, recommendations concerning practice and personal development, assistance with office management, office procedures, marketing and promotions and seminar presentations; and

WHEREAS, INTEGRITY DOCTOR desires to have the management consulting system, be able to attend seminars and to receive the advice and recommendations constituting the system so that they may use all or any part of it in practice as they choose; and

WHEREAS INTEGRITY DOCTOR hereby acknowledges and agrees that INTEGRITY DOCTOR shall consult with and will rely upon personal advisors/attorneys with respect to ideas or advice given by CONSULTANT pursuant to this Practice Agreement. INTEGRITY DOCTOR hereby agrees to indemnify and hold CONSULTANT harmless from any and all claims, demands, liabilities, costs, damages, and causes of action of any nature whatsoever (specifically including costs of litigation and attorney fees) arising out of or incident to the responsibilities of CONSULTANT hereunder, including without limitations, advice or ideas given by CONSULTANT, provided that CONSULTANT shall not be entitled to indemnification where the claim, demand, liability, costs, damage or cause of action is based upon the gross negligence or willful misconduct of CONSULTANT.

The recitals set forth above are true and correct and incorporated herein by this reference.

I. INTEGRITY DOCTOR agrees to pay CONSULTANT as consideration for 36 months of access to CONSULTANT’S proprietary chiropractic management techniques and materials and that the total value or this contract shall be paid as follows:

36 months at $695 per month. 

II.  AUTOMATIC RENEWAL

This contract shall automatically renew in 1-year increments unless INTEGRITY DOCTOR provides written notice to CONSULTANT more than 30 days prior to the termination of the existing contract period.

III.  INTEGRITY DOCTOR'S PAYMENT METHOD- CREDIT CARD OR AUTOMATIC WITHDRAWAL

INTEGRITY DOCTOR shall provide automatic withdrawal information or credit card information to CONSULTANT for automatic monthly billing charged at the beginning of each month. In the event a credit card is declined, or an automatic withdrawal is denied for lack of sufficient funds, a late payment fee (currently $50) will be added for each past due amount until paid.  

IV.  BREACH, CANCEL OR TERMINATION

     a.  This agreement may be terminated upon the date INTEGRITY DOCTOR provides satisfactory proof of the following: INTEGRITY DOCTOR becomes permanently disabled or INTEGRITY DOCTOR dies. This agreement may also be terminated upon receipt of satisfactory proof that INTEGRITY DOCTOR has sold the practice to a bona-fide third party purchaser or INTEGRITY DOCTOR becomes employed as an associate for another chiropractor. 

     b. OTHERWISE, INTEGRITY DOCTOR can only cancel or terminate this Agreement by converting this Agreement to a 12 month term with no penalty or conversion fee at the completion of 12 consecutive months of full payment if the INTEGRITY DOCTOR provides termination notice before the start of the 13th month pursuant to this Agreement.

V.  SEPARATE BUSINESS

It is understood and agreed that the parties specifically understand that they are not partners, and nothing herein shall be construed to make the Practice Agreement a partnership or Joint venture the parties hereto.

VI.  CONFIDENTIAL INFORMATION AND NON-TRANSFERABLE

INTEGRITY DOCTOR and his/her/its associates/staff agree not to share nor divulge, directly or indirectly, any portion of the management consulting system except as necessary for use in the INTEGRITY DOCTOR’S own chiropractic office at a single location. Contract is nontransferable.

VII. SCOPE OF SERVICES & LIMITED LICENSE FOR USE OF MATERIALS

The scope of the services and the limited license for use of propriety materials provided under this contract are limited to the INTEGRITY DOCTOR and staff employed at a single clinic or location. The scope of services also includes the Elite program when the INTEGRITY DOCTOR has met the conditions of the Elite Program set forth below.   It does not cover services provided to an associate.  Associates and additional locations will be charged accordingly.

VIII. GOVERNING LAW

The laws of the State of Nebraska shall govern this contract and any interpretations or construction thereof. The exclusive venue and place of judicial or litigation jurisdiction shall be Lancaster County. Nebraska and INTEGRITY DOCTOR hereby irrevocably submits to the jurisdiction of the County and District Courts of Lancaster County, Nebraska.

IX. NON-REFUNDABLE

The consideration paid by INTEGRITY DOCTOR is non-refundable whether or not INTEGRITY DOCTOR attends all seminars or utilizes all consulting resources made available by CONSULTANT. In the event of the demise of the INTEGRITY DOCTOR, this Practice Agreement shall be deemed cancelled. Upon 30-days’ notice to the INTEGRITY DOCTOR, the CONSULTANT reserved the right to cancel the contract at any time without cause.

 

X.  ENTIRE AGREEMENT

This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, arrangements, and understandings. This Practice Agreement may only be amended by the mutual written consent of both CONSULTANT and INTEGRITY DOCTOR.

XI.  ACKNOWLEDGEMENT OF RECEIPT

INTEGRITY DOCTOR acknowledges that prior to the signing of this Practice Agreement and any additional documents, he/she read and received a legible, exact, and complete executed copy of this Practice Agreement. Facsimiles of signatures are as valid as original signatures.

By signing this agreement, I hereby agree to and understand I am legally bound to the terms of this agreement starting on the first of the month immediately following the signing of this agreement.  Dated {date}.

{date}