General dentist employment agreement



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GENERAL DENTIST EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into by and between LA CLINICA DE LOS CAMPESINOS, INC. (dba Family Health / La Clinica), a Wisconsin nonstock, not-for-profit corporation (“FHLC”), and ___________________, a dentist who is or shall be duly licensed to practice in the State of Wisconsin (“Dentist”).
RECITALS


  1. FHLC owns and operates a Migrant and Community Health Center, which is designated a Federally Qualified Migrant and Community Health Center, providing primary medical, dental and other health care services in Wautoma, Wisconsin.

  2. FHLC is governed by a Board of Directors which authorizes a Chief Executive Officer (CEO) to hire all staff, and to manage and direct operations of FHLC in accord with the organization’s bylaws, policies and procedures.

  3. FHLC, through its CEO, employs a Chief Clinical Officer (CCO) who is responsible for clinician staff relationships and conduct, clinical quality of care, and other clinical issues and affairs of the center and who reports to the CEO.

  4. FHLC desires to assure the availability of general dentistry services to its service area target populations, and therefore desires to engage Dentist to perform general dental services for the patients of FHLC.

  5. Dentist is or shall be licensed to practice general dentistry in Wisconsin, and seeks employment with FHLC under the terms and conditions stated in this Agreement.

IN CONSIDERATION of covenants contained in this Agreement, the parties agree as follows:



  1. 00000000EMPLOYMENT.

    1. Offer and Acceptance. FHLC hereby agrees to employ Dentist and Dentist hereby accepts employment, subject to, and in accordance with, the terms and conditions of this Agreement.

    2. Term of Employment. Dentist’s term of employment under this Agreement will begin _______________ and end __________________. Employment shall be continuous under the terms and provision of this Agreement unless earlier terminated as provided in this Agreement.

    3. Renewal. Subsequent to the initial term of employment specified in Section 1.2, this Agreement will automatically renew for additional one-year terms under the same terms and provisions herein, unless terminated as provided in this Agreement.

    4. Reporting. FHLC has organized its center and services to operate through authority granted to the CEO by the Board of Directors. Dentist agrees to report and be accountable to the CCO and CEO of FHLC.

    5. Dentist Duties. Dentist’s principal duties are to provide general dentistry care to patients of FHLC, together with any duties incidental to Dentist’s principal duties as assigned by FHLC. Dentist shall perform the functions and duties specified in the job description attached hereto as Exhibit A and incorporated by reference herein. Dentist shall assure that the scope of Dentist’s practice does not exceed Dentist’s training, experience, or limitations of professional licensure.

    6. Dentist Professional Judgment. Dentist acknowledges and agrees that FHLC may establish practice protocols, policies and procedures to assure high quality, cost effective dental services are provided to FHLC patients. Dentist shall be given opportunity to provide input into development or revision of such protocols, policies and procedures. Nothing in this Agreement is intended to restrict the Dentist’s exercise of professional judgment in the provision of care to individual patients, including the referral of patients for other professional services.

    7. Schedule of Services. Dentist agrees to perform general dentistry services in accord with center and clinic schedules determined by FHLC. Dentist agrees to maintain a work schedule of forty (40) hours per week at a minimum.

    8. Full Time and Best Efforts. Dentist shall devote full professional time, attention, energies, and best efforts to the practice of dentistry at the FHLC.

    9. Limitations of Outside Service. The term “Outside Service” means any business or dental practice activity other than service provided under this Agreement to FHLC regardless of whether the activity is pursued for pecuniary advantage. Dentist will not engage in any Outside Service without the prior written consent of FHLC. All fees collected by Dentist or in Dentist name with respect to any Outside Service shall accrue to FHLC except as otherwise set forth in the written consent from FHLC. Dentist may perform the duties of any public office or professional association or board office after review and approval by FHLC, only if it is clear that there is no interference or limitation on the practice of dental services as provided for under this Agreement.

    10. Practice Development and Management. Dentist shall use and exercise Dentist’s best and most diligent efforts to develop and enhance FHLC’s dental services and practice within the service area, including but not limited to providing “in-service” training of staff and community education programs, coordination and cooperation with referring dentists and physicians in the community, and such other practice development activities as requested, organized or promoted by FHLC. Dentist agrees to conduct Dentist’s practice in a reasonable and prudent manner consistent with sound business practices and shall take all steps necessary to ensure the efficient operation and success of FHLC’s dental practice and center.



  1. Licensure and Memberships.

    1. State Licensure. As a condition of employment, Dentist must be licensed by the State of Wisconsin to provide dental services on or before commencement of the initial term of this Agreement and must continue such licensure during the initial and any renewal terms of this Agreement. Dentist agrees that continued unrestricted licensure is a condition of employment. Dentist shall provide current proof of licensure upon FHLC’s request.

    2. DEA Registration. As a condition of employment, Dentist shall maintain registration with the Drug Enforcement Administration (“DEA”), if applicable, without any limitation on Dentist’s authority to prescribe drugs under such registration. Dentist shall provide current proof of DEA registration upon FHLC’s request.

    3. Staff Membership. As a condition of employment, Dentist must be successfully credentialed by FHLC through its credentialing service and must maintain qualifications and requirements for clinical privileges and professional staff membership at FHLC as may be necessary for the performance of Dentist’s duties under this Agreement.

    4. Medicare and Medicaid Certification. As a condition of employment, Dentist must remain eligible for reimbursement from the Medicare and/or Medicaid programs and shall accept and treat Medicare and Medicaid patients as applicable. Dentist shall immediately notify FHLC if, for any period of time, Dentist is excluded from, or is in any way sanctioned by, the Medicare or Medicaid programs. Dentist shall also notify FHLC within five days of receipt of an initial sanction notice, notice of proposed sanction or of the commencement of a formal investigation, or the filing of charges, by a Medicare or Medicaid peer review organization, the Department of Health and Human Services, or any law enforcement agency or other health regulatory agency of the United States, the State of Wisconsin or any other State.

    5. HMO/PPO/IPA Memberships. As a condition of employment, Dentist must obtain and maintain membership in such health maintenance organizations, preferred provider organizations, individual practice associations and other managed care arrangements as FHLC may from time to time designate. FHLC shall pay all fees charged by the organizations for obtaining or maintaining the memberships.

    6. Optional Memberships. Dentist may, subject to FHLC’s prior approval (which may not be unreasonably withheld), apply for, obtain and maintain memberships in other professional organizations, such as state and local dental societies, health maintenance organizations, preferred provider organizations and independent dentistry associations.

  2. 0COMPENSATION.

    1. Compensation. FHLC will pay Dentist a salary of ___________________________ ($ ) per year. Compensation shall be paid in accordance with FHLC’s routine payroll procedures.

    2. Signing Bonus. In consideration of Dentist possible relocation and other expenses in order to make General Dental Services available in FHLC’s service area and accepting the terms of this Agreement, FHLC shall pay, or cause to be paid, a bonus (“Signing Bonus”) to the Employee in the amount of ___________________($ ). The Signing Bonus shall be paid upon the Employee’s commencement of practice pursuant to this Agreement. In the event this Agreement is terminated prior to term end, the Employee shall pay FHLC, or FHLC is entitled to deduct from any amounts due the Employee, a pro rata portion of the Signing Bonus paid pursuant to this Section. The pro rata portion is the quotient determined by dividing the number of full months of the unexpired portion of the term by thirty-six (36) months.

    3. 0Fringe Benefits. As additional compensation for Dentist’s services under this Agreement, FHLC shall provide Dentist with fringe benefits defined by FHLC and offered to FHLC’s healthcare providers in accordance with FHLC’s fringe benefits policies and procedures. FHLC retains the right to change or restructure fringe benefits provided to its employees at any time. A summary of current benefits is attached to this Agreement as Exhibit B. The terms and conditions of benefit plan documents will control the specific rules and procedures for eligibility and participation.

    4. 0Withholding. FHLC shall deduct and withhold all necessary employment and income taxes and any other sums required withheld by law from Dentist’s compensation.

  3. OBLIGATIONS OF DENTIST.

    1. Standard of Performance. Dentist shall exercise Dentist’s professional judgment in provision of general dentistry services and shall do all things necessary and reasonably proper to provide and maintain quality patient care and services, including but not limited to the effective use of practice standards and protocols. Dentist shall provide services within the limits of the Dentist’s training and experience and at a generally recognized professional level of quality.

    2. Professional Liability Insurance. Dentist shall cooperate with FHLC in all respects so as to allow FHLC to maintain professional liability insurance or Federal Tort Claims Act (“FTCA”) coverage on behalf of Dentist. Dentist shall notify the FHLC immediately upon cancellation or limitation for any reason of the insurance required under this Section. The parties agree that any oral or written communications between the Dentist and insuring entities or claimants will be forwarded to FHLC. Dentist agrees FHLC is not responsible for professional liability coverage for any services provided by Dentist that are not within FHLC’s scope of service nor for time periods outside those in which Dentist was not employed by FHLC.

    3. Conduct. Dentist shall at all times during his employment by FHLC: (1) be aware of, respect, and abide by all laws and ethical directives of the dental profession; (2) comply with all of FHLC’s employment policies that are applicable to professional employees and staff members; (3) comply with all of FHLC’s reasonable directives; and (4) treat all patients who present for care. At all times Dentist is in any facility or on any property of FHLC or any of its affiliates or partners, Dentist may not market, promote, or discuss with any person any business activity, or any product or service of a business activity, that is not directly related to Dentist’s employment with FHLC. FHLC is aware of, will respect, and will abide by the confidentiality of the clinician-patient relationship.

    4. After Hours Call Coverage. Dentist agrees to participate in after hours coverage program adopted by FHLC.

    5. Ownership and Confidentiality of Records. The ownership and right of control of all reports, records and supporting documents prepared in connection with services performed by Dentist hereunder belong exclusively to FHLC. Dentist agrees to comply with all Health Insurance Portability and Accountability Act regulations with respect to “Protected Health Information” and “Individually Identifiable Health Information” as defined in that Act. It is understood that the contents of those documents are confidential and disclosure will be made only in accordance with FHLC policies and HIPAA compliance regulations. Consistent with the then-current FHLC policies, Dentist will have access to all those documents during the term of this Agreement. Access to documents upon termination of this Agreement will be limited to the defense of malpractice claims or other governmental investigations and will be subject to all applicable state and federal laws, including those laws relating to the consent and release of medical records.

    6. Nondisclosure of Proprietary Information. Dentist may not, directly or indirectly, on his or her own behalf or on behalf of any other person, firm or organization (unless specifically required by this Agreement or required or permitted by FHLC in writing): (i) misappropriate any Trade Secrets of FHLC, in violation of applicable state law; or (ii) during the Period of Non-competition (defined in Section ), use, divulge, or disclose to any other person, firm, or organization any Confidential Information (defined below) of FHLC unless, through no act or omission of Dentist, the information is in the public domain or known by the third parties to whom Dentist intends to make any otherwise prohibited disclosure or use. For purposes of this Agreement, the term “Trade Secrets” has the meaning set forth in Section 134.90(c), Wis. Stats. as amended, and the term “Confidential Information” means information concerning the operations of FHLC, including, but not limited to, information about FHLC’s patient base and referral sources, financial data, financial status, business operations and plans, contracts and arrangements with individuals, employees, other providers, health plans and payors, marketing and development plans, health care service contracts, health care plans and programs, patient care protocols and policies, charges, fees, and information pertaining to costs.

    7. Record of Professional Services. Dentist shall on a timely basis prepare and cause to be submitted to FHLC a record of each service provided by Dentist as necessary for reimbursement purposes and as necessary for FHLC’s quality assurance, utilization review and data analysis purposes. Dentist shall cooperate with FHLC to assure the proper documentation of all services and the accuracy of all coding and shall participate in educational activities necessary to assure proper documentation and coding. Dentist will cause to be prepared and filed with FHLC reports and records of all examinations, procedures, and other services performed for patients, prepared in accord with FHLC policies pertaining to clinical records and which reflect the services rendered, the instructions given to the patient, and such other information as FHLC may from time to time require.

    8. Billing Prohibition. Dentist may not bill anyone for any services rendered except as otherwise provided in this Agreement or consented to by FHLC under Section 1.9.

    9. Quality Assurance. Dentist is subject to and shall abide by the quality management and peer review policies and procedures of FHLC and agrees to actively participate in such quality management activities. In addition, Dentist shall abide by all policies and directives of FHLC regarding provision of services provided that FHLC may not require Dentist to act in a manner that violates the professional standards for dentistry as set forth in Chapter 447 of the Wisconsin Statutes.

    10. Use of Premises. Dentist covenants not to use, or knowingly permit any person acting within any premises owned, operated or controlled by FHLC to use, any part of those facilities or property for any purpose other than the performance of services for FHLC.

    11. OSHA Compliance. Dentist shall comply with all applicable Occupational Safety and Health Administration (“OSHA”) regulations and standards, including, but not limited to, rules pertaining to blood borne pathogens, and shall fully cooperate with FHLC in enforcing such standards and regulations for all services performed on the premises owned, operated or controlled by FHLC and any organization related to FHLC or under contract with FHLC. Dentist shall participate in all FHLC training programs relating to blood borne pathogens and OSHA regulation.

    12. Notice of Adverse Actions. Dentist will immediately disclose in writing to FHLC the following matters, whether occurring at any time prior to or during the term of this Agreement:

      1. Any malpractice suit, claim (whether or not filed in court), settlement, settlement allocation, judgment, verdict or decree against Dentist;

      2. Any disciplinary, peer review or professional review investigation, proceeding or action instituted by a state licensure board, hospital, medical or professional school, health care facility or entity, professional society or association, third party payer, peer review or professional review committee or body, or governmental agency;

      3. Any criminal complaint, indictment or criminal proceeding in which Dentist is named as a defendant;

      4. Any investigation or proceeding, whether administrative, civil or criminal, relating to an allegation against Dentist of filing false claims, violating anti-kickback laws or engaging in other billing improprieties;

      5. Any organic or mental illness or condition that impairs or may impair Dentist’s ability to provide General Dentistry Services;

      6. Any dependence on, habitual use or episodic abuse of, alcohol or controlled substances, or any participation in any alcohol or controlled substance detoxification, treatment, recovery, rehabilitation, counseling, screening, or monitoring program;

      7. Any allegation, or any investigation or proceeding based on any allegation against Dentist, or violation of professional ethics or standards, or engaging in illegal, immoral or other misconduct (of any nature or degree), relating to the practice of General Dentistry Services; and

      8. Any denial or withdrawal in any state of Dentist’s professional license.

  4. 00OBLIGATIONS OF FHLC.

    1. Office Facilities, Supplies and Support Services. FHLC shall supply or cause to be supplied office facilities, equipment, supplies, support services, utilities, support personnel and such other assistance as FHLC deems necessary to enable Dentist to discharge duties and responsibilities under this Agreement.

    2. Compensation. FHLC shall pay Dentist in accord with provisions of Section 3.

    3. Management and Administration of Practice. FHLC shall provide all necessary managerial, administrative and related services for the operation of the practice and all services as it deems necessary to allow Dentist to fulfill his obligations under this Agreement.

    4. Professional Liability Insurance. To the extent that coverage does not exist, or FHLC is not eligible for coverage under the Federal Torts Claim Act governing malpractice of a deemed federal employee, or Dentist is not otherwise covered for malpractice under professional school faculty coverage, FHLC shall obtain and maintain professional malpractice insurance policy covering Dentist for the terms of this Agreement, such policy to cover General Dentistry Services within the Dentist scope of practice provided to FHLC patients during Dentists scheduled hours of work with FHLC. Dentist agrees to participate and cooperate with any reasonable risk prevention or risk management activities of the insurer or FHLC.

    5. FHLC Billing and Collection of Professional Fees. FHLC shall perform all appropriate billing and collection functions for professional services furnished by Dentist pursuant to this Agreement. All patients of FHLC attended by Dentist during Dentist’s employment will be invoiced as patients of FHLC and will identify Dentist as the individual provider. All receivables, payments and collections generated or resulting from services rendered by Dentist to FHLC’s patients are and will remain the sole and exclusive property of FHLC. Dentist acknowledges the right of FHLC to endorse, cash, deposit or withdraw any and all notes, checks, cash, drafts, money orders or other commercial paper of any kind whatsoever which are advanced in payment or received in collection or settlement of any and all receivables under whatever terms or circumstances (including, without limitation, as a result of any legal action brought by FHLC, and regardless of whether or not the Dentist’s personal name appears on any such instrument or related documents). During Dentist’s term of employment, FHLC will maintain records which segregate and reflect the billings to and cash receipts from patients which have been generated by services performed by the Dentist, as well as the then outstanding accounts receivable and write-offs associated therewith. Dentist shall take all action reasonably requested by FHLC to assist in the billing and collection of all services furnished by Dentist. Dentist shall assign all payment to FHLC, as requested.

    6. Schedule of Charges for Services. FHLC shall set all fees and charges for services performed by Dentist under this Agreement.

    7. Disciplinary Action or Suspension. FHLC is obligated to protect its patients and it reputation in carrying out its mission and operations. FHLC may take disciplinary action against the Dentist, including suspension of Dentist, with or without pay, at any time during the term of this Agreement for negligence or inappropriate treatment of patients, failure to abide by personnel or other FHLC established policies and procedures, or for improper or inadequate performance of Dentist’s duties under this Agreement. FHLC shall determine the terms and conditions of the suspension.

  5. TERMINATION. This Agreement will terminate if any of the following events occur:

    1. Mutual Agreement. Upon the mutual written agreement of the parties.

    2. Written Notice. At the next employment anniversary date provided written notice is given by either party at least 120 days prior to that date of intent not to automatically renew the Agreement.

    3. Death. Upon the death of the Dentist.

    4. Sale of FHLC, Insolvency, or Discontinuance of Service or Operations. Upon determination by the Board of Directors of FHLC to sell or otherwise dispose of substantially all assets of FHLC, or to discontinue the operation or provision of dental services to patients for any reason, including insolvency, provided FHLC gives Dentist 120 days’ prior written notice of determination under this subsection.

    5. Disability. Upon the disability of Dentist that continues for 90 days. Disability shall be defined as any illness or injury that prevents Dentist from safely performing the essential functions of Dentist’s employment, with or without reasonable accommodation. FHLC shall be responsible for determining the essential functions of the Dentist’s employment. If FHLC determines that Dentist cannot safely perform one or more essential functions of Dentist’s employment, Dentist may request an accommodation that would allow Dentist to safely perform all of the essential functions of Dentist’s employment despite Dentist’s disability. FHLC shall determine whether or not the accommodation requested is reasonable or whether an alternate reasonable accommodation could be made, without undue hardship that would allow Dentist to safely perform the essential functions of Dentist’s employment. If FHLC cannot reasonably accommodate Dentist’s disability so Dentist can safely perform the essential functions of Dentist’s employment, this Agreement shall be terminated. The meaning of the above-italicized terms shall be as defined in 29 C.F.R. Part 1630 and related regulations, if any.

    6. Material Breach. Upon the material breach of the terms of this Agreement by the other party, provided the breaching party has been given written notice specifying the nature of the breach and a period of 30 days in which to cure the breach. A party will be deemed to have cured a claimed breach if the party takes all actions reasonably necessary to cure the breach within the notice period and diligently pursues that action beyond the notice period until the claimed breach or violation is cured. FHLC may, in its sole discretion, suspend Dentist with pay during any notice period initiated by FHLC as the notifying party. FHLC may terminate this Agreement upon the material breach or violation of the terms of this Agreement by Dentist in circumstances where the breach or violation does or is likely to adversely affect the health and welfare of a patient.

    7. Immediate Termination. Notwithstanding Section 6.6, FHLC may immediately terminate this Agreement:

      1. Upon the revocation, suspension, or restriction of Dentist’s license to practice dentistry in Wisconsin;

      2. Upon cancellation of Dentist’s professional liability insurance coverage for whatever reason except nonpayment of premiums by FHLC;

      3. Upon the revocation, suspension or restriction of Dentist’s DEA registration;

      4. Upon Dentist engaging in criminal, unprofessional, unethical, immoral, or fraudulent conduct or the Dentist is found guilty of such conduct by an entity or governmental agency of competent jurisdiction, or Dentists conduct discredits or is detrimental to the reputation or standing of FHLC;

      5. Upon Dentist’s suspension or loss of Medicare or Medicaid certification, or Dentist’s termination of participation in Medicare or Medicaid;

      6. Upon insubordination or violation of FHLC policies;

      7. Upon FHLC’s determination that Dentist has furnished inaccurate, incomplete, deceptive, or fraudulent information in Dentist’s application for credentialing or re-credentialing; or

      8. Upon written termination notice by FHLC during a 180 day orientation and probationary period beginning the first day of employment with FHLC.

    8. Effect of Termination. Upon termination of this Agreement, neither party will have any further obligation under this Agreement, except for obligations occurring prior to the date of termination, which will include obligations that accrued prior to the date of termination or obligations that arise as a result of the termination.

  6. 0RESTRICTIVE COVENANTS.

    1. History of Covenants. Dentist and FHLC acknowledge and agree that the restrictive covenants and the remedies contained in this Section: (i) were required by FHLC as a condition to entering into this Agreement; (ii) were negotiated at arms’ length between parties of equal bargaining strength; and (iii) are designed to protect FHLC from unfair competition by Dentist as described in more detail below.

    2. Acknowledgements of Dentist. Dentist further acknowledges and agrees that: (i) FHLC has expended substantial time and resources to develop FHLC’s center as well as its patient base in and around Waushara County, Wisconsin; (ii) Dentist has had and will have unique and extensive exposure to and personal involvement in the operation of FHLC, including direct contact with the patients, providers, payors, employees and others involved therein and access to Trade Secrets and Confidential Information as defined in Section 4.5 and that, as a result, Dentist would be able to compete unfairly with FHLC unless restricted by the restrictive covenants set forth below; (iii) FHLC would suffer loss and injury if Dentist were to compete with FHLC in violation of this Section; (iv) FHLC has incurred significant ongoing obligations based on the assumption that Dentist will be providing continuing services on behalf of FHLC; (v) Dentist’s services on behalf of FHLC are anticipated to generate sufficient income to FHLC for FHLC to pay Dentist’s salary and fringe benefits; (vi) if Dentist left the employment of FHLC and competed with FHLC, FHLC’s obligations would continue and the loss of revenue that Dentist was generating for dental services performed would not be available to FHLC for approximately 12 months for a number of reasons, including the need to recruit a new dentist to replace Dentist, the costs and lost revenue associated with training the new dentist, the delay in collecting for the new dentist’s services and the loss of some of FHLC’s patients to the competing dentist; and (vii) the covenants contained in this Section are reasonable, necessary and appropriate to protect FHLC, and are not a penalty.

    3. Noncompetition and Nonsolicitation.

      1. Noncompetition. During the Period of Noncompetition (defined below) Dentist may not, directly or indirectly, on his own behalf or on behalf of any other person, firm or organization (other than FHLC) own, operate or engage in a dental practice, or perform dental services, anywhere within the Area of Noncompetition (defined below). For purposes of this Agreement, the term “Period of Noncompetition” means the period commencing with Dentist’s employment under this Agreement and continuing for the period after termination of this Agreement equal to the length of Dentist’s employment with FHLC, but not to exceed 18 months. For purposes of this Agreement, the term “Area of Noncompetition” means the geographic area within 25 miles of FHLC’s dental service site where Dentist provided general dentistry services for FHLC.

      2. Nonsolicitation. During the Period of Noncompetition, Dentist may not, directly or indirectly, on his own behalf or on behalf of any other person, firm or organization (other than FHLC), solicit (i) any patients or referrals from within the Area of Noncompetition; or (ii) the services of any of FHLC’s employees or any of the employees of FHLC’s affiliates.

    4. Limitations are Reasonable. Dentist understands, acknowledges and agrees that (i) the covenants and limitations described in this Agreement shall not affect Dentist’s ability to provide services and make a living; and (ii) the covenants contained herein, and FHLC’s remedies provided herein, if the covenants contained in this Agreement are violated, are reasonable, necessary, and appropriate to protect FHLC and its employees, and not a penalty imposed on Dentist.

    5. Enforcement of Agreement and Waiver. If FHLC is required to commence litigation to enforce the provisions of this Section 7, Dentist shall pay FHLC all costs of enforcement, dispute resolution, and collection, including, without limitation, reasonable attorneys’ fees, unless FHLC is unsuccessful in its enforcement efforts. Dentist waives all claims or defenses that FHLC has an adequate remedy at law for a breach of this Section, and Dentist may not raise the claim or defense in any action or proceeding that an adequate remedy at law exists.

    6. Injunction. In addition to all other rights and remedies available to FHLC arising from or in relation to this Agreement, FHLC is entitled to compel the specific performance of this Section, and obtain an injunction to enforce this Section or to prevent a breach by Dentist. The right to specific performance and an injunction is not in lieu of FHLC seeking monetary damages from Dentist.

  7. MISCELLANEOUS.

    1. Assignment. Dentist may not assign this Agreement without the prior written consent of FHLC. FHLC may assign this Agreement to a parent, subsidiary, affiliate, or successor of FHLC upon notice to Dentist.

    2. Amendment. No modification, amendment or addition to this Agreement will be valid or enforceable unless in writing and signed by all parties.

    3. Binding Agreement. This Agreement is binding on all parties, their legal representatives, and their permitted successors and assigns.

    4. Notice. All notices, demands, and other communications which may or are required to be given under this Agreement must be in writing, and must be given either by personal delivery or by registered or certified mail and will be deemed to have been given when personally delivered or three business days after being deposited in the mail, postage prepaid, addressed to the residence of Dentist or his legal representative or to the business address of FHLC, as the case may be, or to such other address as either party may designate by written notice to the other party.

    5. Governing Law. The laws of the State of Wisconsin govern this Agreement regardless of any conflict of law provisions.

    6. Agreement Subject to Law. If any provision of this Agreement is illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, that provision will be fully severable and this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of the Agreement. The remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance. Furthermore, in lieu of such illegal, invalid or unenforceable provision, this Agreement will be reformed to include as a part of this Agreement a provision as similar in terms to the illegal, invalid or unenforceable provision as may be possible and still be legal, valid or enforceable.

    7. Captions. Section and subsection headings are not to be considered part of this Agreement, and are included solely for convenience, and are not intended to be fully accurate descriptions of the content thereof. Where appropriate, words used in this Agreement in a singular include the plural and words used in any gender include all genders.

    8. Entire Agreement. This Agreement contains the entire agreement and understanding between the parties regarding Dentist’s employment relationship with FHLC.

    9. Waiver. Failure to insist upon full performance of the obligation or failure to exercise rights under this Agreement will not constitute a waiver as to future defaults or exercise of rights.

    10. Counterparts. This Agreement may be fully executed simultaneously in two or more counterparts, each of which will be deemed an original. It is not necessary in making proof of this Agreement to produce or account for more than one fully executed counterpart.


EFFECTIVE as of the 20th of February 2007


DENTIST LA CLINICA DE LOS CAMPESINOS, INC.

______

, D.D.S. Ted A. Kay

President and Chief Executive Officer

Exhibit A

Family Health / La Clinica

Job Description
Position Title: Dentist
Hours: Full Time
Supervision and Authority:

The dentist functions under the general direction of the Chief Executive Officer and the professional direction of the Associate Clinical Officer for Oral Health or the Chief Clinical Officer, but with broad latitude in matters directly related to patient dental care. The dentist provides professional supervision of dental assisting and hygiene staff. The dentist works collaboratively with the Director for Health Center Operations and even more closely with the Dental Clinic Coordinator regarding operational matters.


Summary:

The primary function of this position is the direct delivery of general dentistry services to FHLC patients in the center and at other locations determined by FHLC’s board and leadership team.
Essential Duties and Responsibilities:


  1. Provides general dentistry professional services to infants, children, adults, and elderly patients at locations assigned by FHLC and in accordance with clinical standards and protocols adopted by FHLC and/or in compliance with Wisconsin statutes and Federal regulations. Diagnoses and treats diseases, injuries, malformations of teeth and gums and related oral structures by performing duties below:

    1. Reviews medical history at every visit.

    2. Examines and assesses patient. Charts all pathologic conditions and reports these to the patient.

    3. Develops written treatment plan with all options explained to the patient and with notation of approximate number of visits and time needed to complete care.

    4. Holds informed consent discussion with patient, documents same in the record, and assures appropriate forms are signed prior to initiating treatment.

    5. Prescribes medicine for patients as needed.

    6. Documents all treatment provided in accordance with FHLC policy and procedures and signs the patient record.

    7. Designs and makes dentures or other appliances to replace missing or diseased teeth.

    8. Cleans teeth and provides preventive dental care including educating patient in oral and dental hygiene and applying fluoride and sealants to teeth as appropriate.

  2. Acts as FHLC liaison and collaborates with other professionals in the community and area regarding consultations and/or referral of FHLC patients needing care beyond the scope of FHLC’s dental service.

  3. Collaborates with FHLC medical and other staff for consultation and/or referral of patients and clients within and outside the center.

  4. Participates in on-call arrangements determined by FHLC.

  5. Actively participates in the Quality Assurance and Quality Improvement (QA/QI) activities of the center including establishment of clinical standards, protocols, goals, and objectives, and participates in identifying documentation standards for records and quality management consistent with general dentistry practice.

  6. Assists in monitoring and directing clinical performance of dental hygienists, department support staff, and students or residents.

  7. Supervises taking of x-rays and monitors quality/procedure for x-rays and other equipment operation and procedures by assistants and recommends improvements when needed.

  8. Assists Associate Clinical Officer for Oral Health in designing and delivering orientation & training of new staff or continuing education for hygiene and clinical support staff skills.

  9. As a professional staff member of FHLC, serves as liaison and FHLC “ambassador” between the center and other organizations or the public including other employees, professional Staff Members, sub-specialists, and hospitals.

  10. Assists with in-service training or orientation and continuing education for dental staff.

  11. Practices in accord with OSHA guidelines and standards and complies with HIPAA regulations regarding confidentiality of patient information.

  12. Maintains all required certification and licensing.

  13. Reports activities to Associate Clinical Officer for Oral Health or other supervisor designated by CEO.

  14. Other duties as assigned.



Qualifications:



  1. Graduate of accredited school of dentistry and possession of either a D.D.S. or D.M.D. degree. Graduate of residency in general dentistry and/or a master’s degree in public health dentistry is desirable.

  2. Must be able to perform each essential general dentistry duty and procedure satisfactorily.

  3. Licensed and able to maintain licensure to practice dentistry in Wisconsin.

  4. Must possess prescribing privileges and DEA registration.

  5. Must be eligible for participation in Wisconsin Medicaid and other state or insurance plans and programs.


Skills:



  1. Knowledgeable in all aspects of general dentistry related to patients of all ages.

  2. Must have ability to communicate and to establish and maintain effective working relationships with other employees and staff members as well as patients.

  3. Working knowledge of dental practice act of State of Wisconsin.

  4. Knowledge of any Wisconsin standards of ethics applied to practice of dentistry.

  5. Working knowledge of universal precautions in dealing with blood borne pathogens.

Updated February 20, 2007


Exhibit B

FAMILY HEALTH/LA CLINICA

Employee Benefits Summary



October 2006


  • Retirement Plan: Employer matches employee contributions up to 3% of employee salary to a tax deferred Simple IRA Plan. Consistent with the terms and limitations of the plan, employee may contribute more than 3% if they wish. Employee directs all investments. Plan documents and provisions govern all eligibility and contributions.



  • Workmen’s Compensation & Unemployment Insurance: Premium paid by employer.



  • Health Insurance: Family Health pays 80% of single or family premium on the standard basic HMO or PPO plan coverage with employee contributing 20% of premium cost. Expanded or indemnity coverage plan options are available at employee expense. Prescription Plan: Current employee co-pay is no more that $15 for generic (Tier I), formulary drugs. There is a 90-day employment requirement before and employee is eligible for this coverage. Professional clinicians and other contract employees are exempt from this waiting period.



  • Health Services: One half of out-of-pocket obligation for medical and dental services received by an employee, spouse, or children at Family Health is discounted as an employee fringe benefit.



  • Life Insurance: Employer paid premium provides coverage for 1 X annual salary up to a maximum of $100,000. Additional coverage is available at employee expense for maximum total coverage up to $500,000.



  • Paid Time Off (Vacation & Sick Combined) and Holidays: 7.5 days are paid holidays when the center is closed. Employee accrues additional 14 days of paid time off in 1st year, 20 days in 2nd through 5th year, and 26 days thereafter based on regular 40-hour week. This benefit is pro-rated for regular part-time staff members.



  • Disability Reserve Leave: Employee accrues 8 days per year of service for use in absences due to illness, injury, or other disability that exceed 3 consecutive workdays or for prolonged treatment of chronic or potentially fatal conditions (i.e. cancer therapies). This benefit carries over and accumulates from year to year.



  • Cafeteria Plan: Supplemental insurance (i.e. disability, accident, cancer) and flexible spending accounts (i.e. medical, dependent care) available to employee through AFLAC, a qualified Section 125 plan that makes employee deductions tax exempt for health insurance, some supplemental insurances, and flex spending accts.




  • Direct Payroll Deposits: Mailed directly to your bank.



  • Maternity/Paternity Leave: Leave without pay granted to cover time not covered by PTO and disability reserve leave.



  • Bereavement Leave: Up to three paid days.




  • Employee Assistance Program: FHLC paid benefit for counseling services to employee experiencing work performance problems related to personal or behavioral issues, family crisis, or other stressful situations.



  • Professional CE & Tuition Reimbursement: Up to 5 paid days and $1500 for physicians, $1000 for dentists, and $750 for mid-level medical practitioners, for FHLC approved continuing education expenses or library references annually. On approval of CEO, expense benefit can be applied to professional organization dues. FHLC also provides up to $750 per year in tuition reimbursement for employees wishing to continue their higher education in careers or courses that enhance their job or would qualify them for hard to fill positions in the center.



  • Professional Malpractice: Due to its status as a “deemed” Federally Qualified Health Center (FQHC), all staff members are currently covered by Federal Torts Claims act for malpractice. Should this status change, FHLC pays for this coverage which would include tail coverage for period of employment.

    Note: Eligibility for benefits for employees working less than 40 hours minimum per week may be pro rated and vary from benefit to benefit and should be confirmed with the Chief Financial Officer.





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