JUST ALIGNER PROVIDER TERMS AND CONDITIONS
The below terms and conditions are incorporated into the agreement (the “Agreement”) between Mac Dental Inc. (“Mac Dental”) and the applicable Just Aligner provider who has entered into a services agreement with Mac Dental:
1. Confidentiality
All non-public, confidential, or proprietary information of each party or its affiliates, including without limitation specifications, samples, patterns, designs, plans, documents, data, trade secrets, business operations, customer lists, disclosed by such party (“Disclosing Party”) or any of its affiliates or their respective employees, agents, or representatives to the other party (“Recipient”), whether disclosed orally or accessed in written, electronic, or other forms, and whether or not marked as “confidential” in connection with this Agreement, is confidential. It is disclosed solely for the purpose of performing this Agreement and may not be disclosed unless authorized by the Disclosing Party in writing.
Upon request, the Recipient will promptly either return or destroy all confidential documents and materials received. Exceptions to confidentiality include information that:
- Was in the public domain at the time of the Recipient’s receipt.
- Was already known to the Recipient at the time of disclosure.
- Becomes available on a non-confidential basis from a source legally authorized to disclose it.
Recipient acknowledges that failure to comply with this section will cause irrevocable harm and agrees that the Disclosing Party may seek equitable relief, such as injunctions or restraining orders, in addition to other remedies available under the law.
2. Return of Confidential Information
Upon written request, the Recipient will destroy or return all materials provided by the Disclosing Party, along with all copies stored in any media. Certain information, such as that required by law or professional obligations, or stored on routine backup systems, is exempt, provided it is not disclosed or used further.
3. Termination
This Agreement may be terminated by:
- Mutual consent of both parties through a written agreement.
- Either party, without cause, with not less than ninety (90) days’ prior written notice.
- Either party, for cause, with not less than ten (10) days’ written notice, provided an opportunity to cure the breach is given.
- Either party, immediately, if the other ceases normal operations, is declared insolvent, or makes an assignment for the benefit of creditors.
3(A). Effect on Rights
Termination does not waive liability for breaches that occurred prior to termination. Rights and remedies available under this Agreement are cumulative and remain enforceable post-termination.
3(B). Effect of Termination
All licenses granted under this Agreement terminate upon expiration. Each party shall promptly fulfill any outstanding obligations. Patients in ongoing treatment will continue care as normal, with all necessary obligations upheld to ensure patient welfare.
3(C). Cooperation After Termination
Both parties agree to cooperate post-termination to:
- Avoid patient abandonment.
- Exchange relevant information to further patient welfare within legal and ethical boundaries.
- Forward communications to the intended party as needed.
4. Indemnification
Each party agrees to defend, indemnify, and hold the other harmless from claims, damages, or liabilities arising from gross negligence or willful misconduct. The Indemnifying Party will handle claims using approved legal counsel and keep the Indemnified Party informed. If the Indemnifying Party fails to adequately manage the defense, the Indemnified Party may assume control of the defense at the Indemnifying Party’s expense.
5. Limitation of Liability
Neither party will be liable for indirect, special, or consequential damages, including loss of goodwill or data. Liability for damages is limited to direct damages only, except in cases of willful misconduct.
6. Dispute Resolution
In the event of a dispute, the parties will attempt good faith negotiations for no less than twenty (20) days. If unresolved, disputes will proceed to mediation under JAMS, followed by binding arbitration if necessary. Arbitration will occur in a mutually agreeable location or via teleconference.
7. Waiver of Jury Trial
Both parties knowingly and voluntarily waive their right to a trial by jury in any legal proceedings related to this Agreement.
8. Insurance
During the term of this Agreement, both parties will maintain appropriate insurance coverage, including but not limited to:
- General liability.
- Worker’s compensation.
- Employer’s liability.
- Professional liability.
9. Refunds
Once materials have been ordered, associated fees are non-refundable. For defective items, replacements will be provided.
10. Force Majeure
Neither party will be liable for delays or failures caused by unforeseen events beyond their control, such as natural disasters or governmental restrictions. If a Force Majeure Event lasts longer than ten (10) business days, either party may terminate this Agreement.
11. Assignment
Neither party may assign this Agreement without written consent from the other, except in cases of mergers or acquisitions.
12. Relationship of the Parties
This Agreement does not establish a partnership, joint venture, or employment relationship. Both parties remain independent contractors.
13. Non-Solicitation
Neither party may solicit or hire employees of the other party for one year following the termination of this Agreement, except through general employment advertisements.
14. Survival
Confidentiality, indemnification, and other provisions necessary for ongoing obligations will survive termination.
15. Governing Law
This Agreement is governed by the laws of the state in which Mac Dental operates, without regard to conflict of law principles.
16. Entire Agreement
This Agreement represents the entire understanding between the parties and supersedes all prior agreements. Any changes must be made in writing.
