AGREEMENT FOR PROVIDING TEMPORARY DENTAL AUXILIARIES

Agreement made this ______ day of ____________, ____________, by and between ___________________ having an address of _______________________, hereinafter “the dentist”, and DenTemps, Inc., a Massachusetts corporation, having an address of P.O. Box 601, HarwichPort, MA 02646, hereinafter “DenTemps”.

WHEREAS, DenTemps is in business of providing temporary dental hygienists, dental assistants, and dental receptionists, hereinafter collectively “dental auxiliaries”, on a temporary basis; and WHEREAS, the dentist desires to utilize the services of DenTemps, as the need may arise, for staffing purposes; and WHEREAS, the parties, by the execution of this Agreement, desire to set forth their understanding of the conditions under which the services will be provided, and the respective obligations of the parties:

Now therefore, in consideration of the mutual covenants contained here in, the parties hereto agree as follows:

1. DESCRIPTION OF SERVICES: On and after the date of this Agreement, DenTemps will provide dental auxiliaries as requested by the dentist, to be compensated on a rate/per hour basis, subject to a minimum of four (4) hours, all as more fully set forth herein. The dental auxiliary shall be responsible for providing transportation to and from the dental office, shall be properly attired, as may be required by the office. While at the dental office the auxiliary shall be under the direct supervision and control of the dentist, and shall be free of any direction or control by DenTemps. As such, the dentist shall be responsible for maintaining malpractice and general liability insurance, as well as for any acts or omissions of the auxiliary while under the supervision and the control of the dentist. The dental office shall provide all necessary tools and supplies for use by auxiliary.

2. PAYMENT FOR SERVICES: For the services to be provided the dentist agrees to pay a per hour rate as follows:

3. PROCEDURE FOR PAYMENT: The dental auxiliary will provide the dentist with a completed triplicate time slip at the end of each week or, if less than a week, at the end of the work assignment. You are then required to verify the hours by signing your name, and have the auxiliary sign his or her name. The auxiliary will then leave the pink copy with the dental office, which shall be considered to be the bill for the services provided. The bill is due and payable on or before the Friday of the week following the week in which it is submitted. Since DenTemps compensates the auxiliaries weekly for services provided, prompt payment is required. Any bill remaining due and payable for 14 days or more shall be considered delinquent and shall constitute reasonable grounds to decline to fill staffing needs in the future.

4. PERMANENT EMPLOYMENT; LIQUIDATED DAMAGES: In the event the dentist, or the dental office, desires to hire the auxiliary on a permanent basis, the dentist or dental office agrees to pay a liquidated damages fee. For purposes of this Agreement the term “permanent basis” shall mean on a regular weekly basis and does not required any minimum number of days per week. The liquidated damages are as follows:

A liquidated damage fee shall be deemed due and payable for any auxiliary hired full time or part-time within twelve months of the date of their last placement in the dental office. The fee shall be due upon hiring by the dental office.

5. PAYMENT OF AUXILIARIES; WITHHOLDING OF TAXES; UNEMPLOYMENT COMPENSATION, ETC: DenTemps shall be responsible for the payment of wages to the dental auxiliary, and for withholding, reporting and payment of federal and state income taxes, unemployment compensation, FICA and Medicare taxes, and for withholding and /or paying any employee related expenses or charges required by applicable law or regulation, as the same may be amended from time to time.

6. TERM OF AGREEMENT: This agreement shall continue from time to time, subject only to changes in the rate of compensation to be paid for the services, and only for so long as the dentist elects to utilize same. In the event of changes in the rate of compensation, notice in writing of the changes shall be mailed to the dentist at the address set forth above, or at such other address as the dentist may have provided in writing to DenTemps, and on and after the effective date of change, services provided to the dentist or dental office shall be at the new rates.

7. NATURE OF AGREEMENT: This agreement is intended to set forth the understanding of the parties in the event the dentist elects to utilize the services of DenTemps. It does not obligate or require the dentist to utilize the services of DenTemps, but in the event they are, the provisions of this Agreement, including the rates of services, as the same may be amended from time to time, shall control. Neither does this Agreement obligate DenTemps to provide services when requested. However, DenTemps agrees to use its best effort to fill staffing requests received in timely fashion. To the extent characterization of the relationship between DenTemps and dentist is required, such relationship is that of contractor/independent contractor, not employer/employee. As such, the dentist is not required to provide any fringe benefits for DenTemps, including, but not limited to, health insurance, paid vacation, retirement, or the like

8. REFERENCES: The use of the term “dentist”, “dental office”, ”you”, or “your”, may be used interchangeably herein as the context may so require, and the use of one term to the exclusion of another is merely intended to simplify the reading of the Agreement, but shall not affect the substance hereof.

This Agreement represents the entire understanding between the parties, and each acknowledges they have read and understand the contents, and that they sign it freely and voluntarily, and agree to be bound by the terms hereof.