Safety Made Simple™ 

Program Terms and Conditions

This Agreement states the terms and conditions that govern the contractual agreement between Learn2Prevent, LLC having its principal place of business at P.O. Box 903, Clarksburg, Maryland, 20871 (the “Consultant”), and the purchaser (the “Client”) who agrees to be bound by this Agreement.

 

WHEREAS, the Consultant offers consulting services in the field of Dental Compliance; and

WHEREAS, the Client desires to retain the services of the Consultant to render consulting services with regard to compliance training and consulting according to the terms and conditions herein.

 

NOW, THEREFORE, In consideration of the mutual covenants and promises made by the parties hereto, the Consultant and the Client (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:

 

1. Term

This Agreement shall begin on and continue for 12 months. Either Party may terminate this Agreement for any reason at the end of the 12 month contract period. This agreement automatically renews after 12 months unless either party chooses to terminate this agreement. Termination must be submitted in writing by either party 60 days prior to agreement renewal.

 

2. Consulting Services

The Consultant agrees that it shall provide its expertise to the Client for all things pertaining to dental practice compliance (the “Consulting Services”).

 

3. Compensation

In consideration for the Consulting Services, the Client shall pay the Consultant at the rate of

$1999.00 per year. The Consultant shall invoice the Client once every 12 months and such invoices shall be due and payable within 2 days of the Client’s receipt of the invoice. This annual payment will automatically renew every 12 months unless terminated by either party. Termination must be submitted in writing via email or certified mail by either party 60 days prior to agreement renewal.

 

4. Intellectual Property Rights in Work Product

The Parties acknowledge and agree that the Consultant will retain ownership of all intellectual property rights to and of the Safety Made Simple™ Membership Program. The Client agrees not to claim any such ownership of the Safety Made Simple™ Membership Program or its intellectual property at any time prior to or after the completion and delivery of such work product to the Client by the Consultant.

 

5. Confidentiality

The Consultant shall not disclose to any third party any details regarding the Client’s business, including, without limitation any information regarding any of the Client’s customer information, business plans, or price points (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Client, or (iii) use Confidential Information other than solely for the benefit of the Client.

 

The Client shall not disclose to any third party any details regarding the Consultant’s business, including, without limitation any information regarding any of the Consultant’s customer information, business plans, or price points (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Consultant, or (iii) use Confidential Information other than solely for the benefit of the Consultant.

 

6. Noncompetition

During the term of this Agreement and for 12 months thereafter, the Client shall not engage, directly or indirectly, as an employee, officer, manager, partner, manager, consultant, agent, owner or in any other capacity, in any competition with the Consultant or any of its subsidiaries, including any company engaged in dental compliance training.

 

7. Nonsolicitation of Customers

During the term of this Agreement and for 12 months thereafter, the Client will not, directly or indirectly, solicit or attempt to solicit any business from any of the Cconsultant’s clients, prospects, employees or contractors.

 

8. Nonsolicitation of Employees

During the term of this Agreement and for 12 months thereafter, the Client will not, directly or indirectly, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any of the Consultant’s employees, or contractors for work at another company.

 

9. Indemnification

The Client agrees to indemnify, defend, and protect the Consultant from and against all lawsuits and costs of every kind pertaining to the Client’s business including reasonable legal fees due to any act or failure to act by the Client based upon the Consulting Services.

 

10. No Modification Unless in Writing

No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.

 

11. Applicable Law

This Consulting Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of Maryland and subject to the exclusive jurisdiction of the federal and state courts located in Montgomery County, Maryland.

 

Updated on March 16, 2021

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