Basic Training Agreement

AGREEMENT TO PROVIDE SERVICES
Dental Business Basic Training

This AGREEMENT TO PROVIDE SERVICES (“Agreement") is made on ______________ (date) by and between:

Service Provider: My Practice My Business, LLC, ("MPMB”), a Utah Professional Corporation Company with a mailing address of 11193 South Redwood Road, Suite 203, South Jordan, Utah 84095 ("Service Provider"), and

Dental Practice: _____________________________________ (“Client”), with a mailing address of ______________________________________________(street address), _____________________________________(city), ________________________(state).

THE PARTIES HEREBY AGREE THAT THIS AGREEMENT MAY BE EXECUTED WITH ELECTRONIC SIGNATURES AND SHALL BE VALID AND BINDING ON THE PARTIES.

WHEREAS, MPMB provides Dental Training services;
WHEREAS, Client desires to engage MPMB to provide it with Dental Training services, on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. SCOPE OF SERVICES
MPMB agrees to provide to Client the following services (collectively referred to as "Services") for one dental office location:
Training Course: Dental Business Basic Training: How to Be More Profitable with Crowns and Composite Fillings
Subscription: My Dental Docs Basic

2. COMPENSATION AND PAYMENT
Total tuition for training: $5,000
My Dental Docs Basic subscription: $199 per month, per office

1. Tuition Payment Terms:
   1. $5,000 tuition paid at sign up, charged to Client credit card. (Tuition Exceptions with Partner/Pilot Programs)
2. Subscription Payment Terms:
   1. $199 "My Dental Docs Basic" monthly subscription fee paid at sign up, charged to Client credit card.
   2. Subsequent monthly subscription fees are charged to Client credit card on file. Minimum subscription length is 12 months. Thereafter, subscription will continue until cancelled by Client.
   3. All other terms and conditions pertaining to My Dental Docs are governed by the My Dental Docs Business Agreement.

3. TRAINING
The Dental Business Basic Training course will be conducted online via pre-recorded video. Access to the video training will be granted for a limited time, and controlled via password and other technology. Client agrees to NOT:

1. Share access to the video with anyone outside of the Client office noted in this agreement.
2. Record or transcribe the video in any way.

All video content, web content and printed materials associated with MPMB training courses are protected by copyright law.

4. TERMS AND CONDITIONS
This Agreement is subject to all of the Terms and Conditions set forth below, all of which are expressly incorporated herein.

1. Authority. Each party represents to the other that it has the right, power, legal capacity, and authority to enter into, and perform its obligations under this Agreement, and no approval or consent of any persons other than the parties hereto are necessary.
2. Enforcement. If any action is commenced to interpret this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and all other costs and expenses incurred in such action or proceeding, in addition to any other relief to which it may be entitled.
3. Notices. Any notice in connection with this Agreement shall be in writing and shall be sent to the parties' addresses set forth above, or to such other address as a party may hereafter specify. Such notice shall be delivered in person, by certified or registered mail, by carrier, or e-mail. Such notice shall be deemed received when there is documented proof of delivery thereof to the party to whom the notice is given.
4. Limitation of Damages. In the event of any action by Client for breach or default hereunder, MPMB shall not be responsible or held liable to Client for consequential damages including, but not limited to, loss of profit, loss of investment, loss of product, business interruption or damage to personal property. MPMB's maximum liability under this Agreement, shall not exceed the amount paid by the Client to MPMB for its services.
5. No Liability for Certain Matters. MPMB will provide Client dental consulting services. However, Client is ultimately responsible for its own dental office management and billing practices. Client shall indemnify MPMB and hold MPMB harmless from any liability arising out of such matters for which Client is responsible.
6. Indemnification. Client shall indemnify and hold harmless MPMB, its subcontractors, agents or employees, and their principals, officers, directors, employees and subcontractors, from and against all claims and actions, including reasonable attorney's fees, based upon, or arising out of, damages or injuries to persons or property caused by the error, omission or negligent act of MPMB or any of its agents, subcontractors or employees in the performance of the services to be provided hereunder, subject to any limitations, other indemnifications or other provisions to which Client and MPMB have agreed herein.
7. Independent Contractor Relationship. MPMB is an independent contractor of Client and is not the agent or employee of Client. Nothing in this Agreement shall be construed in a manner that would constitute or create any employment, partnership, association, joint venture, agency or any relationship between the parties other than that of an independent contractor relationship.
8. Entire Agreement. This Agreement contains the entire agreement between the parties, unless noted herein, and supersedes all prior understandings and agreements, whether oral or in writing, between the parties respecting the subject matters of this Agreement. In the event that Client generates or produces a contractual document that contains additional terms and conditions (such as a purchase order) that may be inconsistent with the provisions set forth in this Agreement, it is understood and agreed that this Agreement is the prevailing document.
9. Severability. If any term, covenant, condition or provision of this Agreement, or any application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.
10. Termination. This Agreement shall terminate upon the conclusion or completion of the services to be rendered hereunder. Prior to the conclusion or completion of the services to be rendered hereunder, MPMB may terminate this Agreement with or without cause upon 10 days prior written notice. Upon termination, MPMB shall be paid for costs incurred, non-cancelable commitment expenses and fees earned up to the date of termination.
11. Confidentiality. “Confidential Information” means all non-public, confidential, or proprietary information disclosed by the Service Provider (as the “Discloser”) to the Client (as the “Recipient”) whether disclosed orally or disclosed or accessed in visual, written, electronic, or other tangible and intangible form or media, and whether or not marked, designated, or otherwise identified as “confidential,” including but not limited to all: (a) information concerning the Discloser's past, present, and future business affairs including finances, products, services, organizational structure, internal practices, forecasts, and sales; (b) untrademarked signs or designs, uncopyrighted proprietary works, unpatented inventions, ideas, methods and discoveries, trade secrets, know-how, and other confidential intellectual property; (c) designs, specifications, documentation, components, source code, object code, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing; (d) any third-party confidential information included with, or incorporated in, any information provided by the Discloser; and (e) all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations and other materials ("Notes") prepared by the Discloser or its Representatives that contain, reflect, or are derived from, in whole or in part, any of the foregoing. Except as required by applicable federal, state, or local law or regulation, Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to the public other than as a result of any breach of this Section 4.K. by the Recipient or any of its Representatives; (ii) is obtained by the Recipient or its Representatives on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (iii) the Recipient establishes by documentary evidence, was in the Recipient's or its Representatives' possession prior to disclosure by the Discloser hereunder; or (iv) the Recipient establishes by documentary evidence, was or is independently developed by the Recipient or its Representatives without using any of the Discloser's Confidential Information.
12. Choice of Law. This Agreement shall be construed, interpreted and enforced according to the law in force in the State of Utah, as such law from time to time shall be in effect, except to the extent otherwise expressly provided herein. The parties agree that the Fourth Judicial District Court located in Utah County, Utah, or in the event that the federal courts have subject-matter and personal jurisdiction, the federal district court located in Salt Lake City, Utah, shall have exclusive jurisdiction and venue for all disputes arising out of this Agreement.
13. Survival. Notwithstanding anything to the contrary in this Agreement, the terms, conditions and obligations contained in Sections 4.B., 4.E., 4.F., 4.K., 4.L., and 4.M., as well as any other provision that, in order to give proper effect to its intent, should survive the expiration or early termination, will survive the expiration or early termination of this Agreement for a period of 24 months after such expiration or termination.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

MY PRACTICE MY BUSINESS, LLC:
By: Robert Thorup
Title: President

CLIENT: _______________________________________ (Dental Practice)
By: _______________________________________ (Authorized Name)
Title: _______________________________________ (Title)