Startup Success Coaching Terms and Conditions

COACHING SERVICES – Prior to the lease being signed, Coaching Services will be provided for some or all of the following: loan applications, business plans, legal entity, loan selection, demographic analysis, broker selection, pro-forma budgets, lease negotiations, competition analysis, and location selection.

Once Operator has contractually signed a lease for their dental practice location, Coaching Services will be provided for some or all of the following: floor plan design, architectural plans, contractor bids and selection, equipment selection, IT selection, budget updates, permitting, marketing, credentialing, signage, furniture, fixtures and decor, staffing, training, office set-up, construction punch-list, patient scheduling, software selections, and soft opening. Coaching Services will be provided via access to online modules, a documents center, recorded interviews with Dr. Scott Leune and other startup experts, Zoom meetings with a startup coach, communication via Slack, and email communication.

COACHING FEE – The Operator agrees to pay the Coach the Coaching Fee as specified in the agreement. An initial payment is due upon signing this Agreement, and monthly payments are due on the 1st of every month until either 1) the bank loan funds, or 2) the dental practice opens for business. Once the Operator receives funding from the bank loan, the remaining balance will be paid within 7 days.

TERM – This is a month-to-month agreement until the Operator has contractually signed a lease for a location for their dental practice. Upon the location being secured, the term will be extended to the opening date of the dental practice.

TERMINATION – The Operator may terminate this Agreement at any time with 30 days written notice prior to the lease for the location being contractually signed. The Coach may terminate this Agreement upon written notice of any breach by Operator and Operator’s failure to cure such breach (including non-payment) within 30 days of the written notice. Upon any termination of this Agreement, all fees that are due under this Agreement through the date of termination shall be paid by the Operator.

USE OF THE PROGRAM – The Operator recognizes that the nature of the Coaching program requires active participation by the Operator and the Operator’s failure to meet, schedule, or avail himself/herself to the Coach does not excuse the Operator’s payment obligations herein. The Operator is responsible for communicating with Coach, scheduling calls and visits, and using the Coaching Services for their benefit.

CALCULATION OF COST SAVINGS – Guarantee Cost Savings will be calculated based on potential savings related to the construction costs and rent costs of the dental practice as follows: Guarantee Cost Savings = (Space Savings x Construction Cost) + (Space Savings x Rent Cost x Lease Term)

Space Savings will be calculated based on the difference of an industry-standard size dental practice of 450 square feet per operatory, and the actual size of the Operator’s designed footprint area as follows: Space Savings= ((Operator’s total number of designed operatories) x 450 SF) – (Operator’s actual designed dental practice footprint area)

Construction Cost, for the purpose of this Guarantee, is defined as $245 per square foot. Rent Cost, for the purpose of this Guarantee, is defined as the Operator’s actual cost of Rent + NNN per square foot. Lease Term, for the purpose of this Guarantee, is defined as the actual number of years in the dental practice’s lease.

For the Customer Guarantee to be enforceable, the Operator agrees to use Lean Dental Design for architectural drawings, to design a dental practice of at least 5 operatories, and to follow the Scott Leune Education Method of practice design as taught in the Scott Leune Startup and Design seminar. The use of any outside architect renders the guarantee null and void. The guarantee does not apply to clients who do not pay the entire Coaching Fee, and does not apply to clients who fail to sign a lease for their dental practice. If the Operator purchased the dental practice’s real estate, then the Customer Guarantee is null and void.

Savings Guarantee Calculation. In the event the Guarantee Cost Savings, as defined above, does not exceed $100,000, Coach shall refund the Operator the Coaching Fee, less any direct expenses related to the Coaching. The refund shall be paid by Coach to Operator within 90 days of verification of the Calculation of Guarantee Cost Savings and written demand letter by Operator.

CONFIDENTIALITY – The information, methods, systems, procedures, ideas, forms, marketing plans, strategies, and other materials that the Coach discloses to the Operator under this Agreement are Coach’s confidential and proprietary information and trade secrets (collectively, “Confidential Information”). The Operator agrees to strictly maintain the confidentiality of all Confidential Information. The Operator will not redistribute, market, publish, disclose, or divulge to any other person or entity, or use or modify for use, directly or indirectly in any way for any person or entity, the Confidential Information and shall protect such information from unauthorized use, access, or disclosure in the same manner as the Operator protects his/her own confidential or proprietary information of a similar nature and with no less than a reasonable degree of care. The Operator may disclose Confidential Information to their respective employees and agents who have a need to know such Confidential Information for the performance of their duties and who are bound by contractual or other legal obligations of confidentiality. It is the Operator’s responsibility to ensure the compliance of its employees and agents with the provisions of this section.

GOVERNING LAW – Jurisdiction, and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its conflict of law provisions. The Parties agree and submit to the courts located in Bexar County, Texas as the exclusive jurisdiction and venue for any actions arising under, out of, or in connection with this Agreement. In any action at law or in equity arising under or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, in addition to any other relief to which it may be entitled.

SEVERABILITY – If any provision of this Agreement is held to be invalid or unenforceable then the remaining parts of the Agreement remain in force.

ASSIGNMENT – Consultant may assign rights or obligations of this Agreement without the express written consent of the Operator.

AMENDMENT – No amendment to the terms of this Agreement shall be binding on each party unless in writing and executed by each party.

COUNTERPARTS – This Agreement may be executed in counterparts.

NOTICES – may be delivered by email to the “Coach” via email at [email protected].

EXCLUDED SERVIES; PRACTICE OF DENTISTRY – The parties expressly acknowledge that the provision of all professional services, including, but not limited to, dental services by the Operator, shall be separate and independent from the provision of the services made available by Coach hereunder, and the Operator shall be solely and exclusively responsible for all professional services rendered to patients thereof. Without limiting the generality of the foregoing, the parties acknowledge the Operator shall be solely responsible for setting all professional standards of the Practices and shall be responsible for the employment and discharge of all personnel of the Practices. Nothing in this Agreement shall be construed to permit Coach to practice dentistry, to manage, own, operate, or conduct a dental office or other place where dental operations are performed, to furnish dental services, dentists, dental surgeons, or dental advice, to advertise under or assume the title of dentist or dental surgeon or equivalent title, to promote or perform any unlawful advertisement or other unlawful act prohibited by any applicable law, or to hold itself out as being entitled or able to perform any of the foregoing. The rendition of all professional services, including, but not limited to, the prescription or administration of medicine and drugs, shall be the sole responsibility of the Operator and their clinical personnel in the exercise of their own independent professional judgment within the scope of their licenses. Coach shall not interfere in any manner or to any extent with the performance of any clinical personnel’s medical, dental, or professional judgment. Nothing contained in this Agreement shall be construed to permit Coach to (a) engage in the practice of medicine, dentistry, or dental hygiene, it being the sole intention of the parties that the professional healthcare services performed by the Practices are to be rendered by the Practices and their clinical personnel, (b) own or maintain any part of the Practices, (c) control or operate the Practices in any manner, (d) engage any person to practice medicine, dentistry, or dental hygiene, or (e) control, influence, or attempt to control or influence, or otherwise interfere with, the exercise of the independent professional judgment of the clinical personnel of the Practices regarding the diagnosis or treatment of a dental disease, disorder, or physical condition. To the extent any act or service herein to be provided by Coach should be construed to constitute the practice of medicine, dentistry, or dental hygiene by any governmental authority, any obligation to perform such act or service by Coach shall be deemed waived and unenforceable. Although the Practices have contracted with Coach for access to Coach’s proprietary Coaching Services, the Practices are not obligated to utilize any of the Coaching Services offered by Coach.