By purchasing this product, you agree to the terms of the agreement described below:


This INDEPENDENT CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of _today’s purchase date_ (the “Effective Date”) by and between Nagy Orthodontic Academy, LLC (“Consultant”), and _A person purchasing this product__ (“Practice”).

WHEREAS, Practice is in the business of providing clinical dental and/or orthodontic clinical services to its patients via its duly qualified and licensed staff;

WHEREAS, Consultant provides business support, clinical education, and clinical review and consultation services (“Consulting Services”) to licensed dental practitioners via its principal, Attila Nagy, D.D.S. (“Dr. Nagy) and its other duly licensed practitioners;

WHEREAS, Practice desires to retain the services of Consultant to provide Consulting Services and by extension, Dr. Nagy, on the terms and conditions herein provided, and Consultant is willing to provide such services on such terms and conditions.

NOW, THEREFORE, in consideration of the foregoing promises and the mutual covenants of the parties contained herein, the parties agree as follows:

  1. Engagement.
    • Practice hereby engages Consultant, and Consultant hereby accepts such engagement, as an independent contractor to provide Consulting Services to Practice on the terms and conditions set forth in this Agreement. The specific scope of the Consulting Services will be as agreed upon between the parties and may include: retrospective chart and/or case review; professional clinical education; general clinical advice; administrative practice workflow management; mentorship; corporate workflow; compliance; staffing; and operations. Notwithstanding anything in this Agreement, nothing herein is intended to, or shall, establish a doctor patient relationship between Consultant and/or Dr. Nagy and any Practice patient.
    • Practice shall not control the manner or means by which Consultant performs the Consulting Services including, but not limited to, the time and place Consultant or Dr. Nagy performs the Consulting Services. Consultant shall furnish, at Consultant’s own expense, the equipment, supplies and other materials used to perform the Consulting Services.  To the extent Consultant performs any Consulting Services on Practice’s premises or using Practice’s equipment, Consultant shall comply with all applicable policies of Practice relating to business and office conduct, health and safety and use of Practice’s facilities, supplies, information technology, equipment, networks and other resources.
    • Practice, through its owners and duly licensed employees, retains the exclusive control and authority to direct all clinical, professional, and ethical aspects of the practice of dentistry with respect to all Practice’s patients, whether or not those patients were the subject of specific or general Consulting Services under this Agreement. Consultant will not exercise control or interfere with the Practice’s patient relationships, which shall be maintained strictly between the Practice and its licensed clinicians.
    • Practice shall be solely responsible to ensure all its personnel working for the Practice comply in all material respects with the Ohio Dental Practice Act and regulations promulgated pursuant thereto.
    • For the purpose of this Agreement, all patients are those of Practice and all patient records will belong to and remain the property of Practice. Upon the termination of this Agreement, except as provided in this Section, Contractor will have no claim or right to access to Practice’s books, records, accounts, case histories and reports, patient lists, patient charts, files, memoranda, accounts receivable, office location, telephone number, Practice’s assets or records.  Contractor also agrees to protect the privacy and security of any patient information in accordance with the Health Insurance Portability and Accountability Act of 1996, as amended, and all regulations issued thereunder (“HIPAA”), all applicable state laws and regulations, and as required by Practice’s HIPAA compliance program as more fully set forth in the Business Associate Agreement, attached hereto and incorporated herein as Attachment A.
  1. Term.  The term of this Agreement shall commence on the Effective Date.  This Agreement may be terminated immediately without cause by providing the other party written notice.
  2. Fees and Expenses.
    • Unless otherwise agreed to in writing by the parties, as full compensation for the Consulting Services and the rights granted to Practice in this Agreement, Practice shall pay Consultant (the “Fees”) as follows:
      • Four Hundred Fifty Dollars ($450.00) per hour, billed in five (5) minute increments for case consultations;
      • Two Thousand five hundred Dollars ($2,500.00) per each 7-hour day of in-office education, plus travel and incidentals if incurred;

Fess are due before the services are rendered.

All of our fees, including but not limited to course and consulting fees are subject to change without any further notice. These fee changes are always effective immediately. 

Upon termination of this Agreement, Contractor shall be entitled to receive unpaid compensation for Consulting Services provided prior to the date of termination of this Agreement.

  • Practice shall reimburse Consultant for all pre-approved expenses incurred in connection with the Consulting Services.
  1. Relationship of the Parties.
    • Consultant is an independent contractor of Practice, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Consultant and Practice for any purpose. Consultant has no authority (and shall not hold Consultant out as having authority) to bind Practice and Consultant shall not make any agreements or representations on Practice’s behalf without Practice’s prior written consent.
    • Without limiting Section 4.1, Consultant will not be eligible under this Agreement to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by Practice to its employees, and Practice will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Consultant’s behalf.
  1. Intellectual Property Rights.
    • Practice is and shall be, the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement (collectively, “Deliverables”), including all patents, copyrights, trademarks, trade secrets and other intellectual property rights (collectively, “Intellectual Property Rights”) therein. Consultant agrees that the Deliverables are hereby deemed a “work made for hire” as defined in 17 U.S.C. § 101 for Practice. If, for any reason, any of the Deliverables do not constitute a “work made for hire,” Consultant hereby irrevocably assigns to Practice, in each case without additional consideration, all right, title and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein.
  1. Confidentiality.
    • Consultant acknowledges that Consultant will have access to information that is treated as confidential and proprietary by Practice, including, without limitation, the existence and terms of this Agreement, trade secrets, technology, and information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel or operations of Practice, its affiliates or their suppliers or customers, in each case whether spoken, printed, electronic or in any other form or medium (collectively, “Confidential Information”). Any Confidential Information that Consultant develops in connection with the Services, including but not limited to any Deliverables, shall be subject to the terms and conditions of this Section. Consultant agrees to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of Practice in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. Consultant shall notify Practice immediately in the event Consultant becomes aware of any loss or disclosure of any Confidential Information.
    • Confidential Information shall not include information that:
      • is or becomes generally available to the public other than through Consultant’s breach of this Agreement;
      • is communicated to Consultant by a third party that had no confidentiality obligations with respect to such information; or
      • is required to be disclosed by law, including without limitation, pursuant to the terms of a court order; provided that Consultant have given Practice prior notice of such disclosure and an opportunity to contest such disclosure.
  1. Representations and Warranties.
    • Consultant represents and warrants to Practice that:
      • Consultant has the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of Consultant’s obligations in this Agreement;
      • Consultant entering into this Agreement with Practice and Consultant’s performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which Consultant is subject;
      • Consultant has the required skill, experience and qualifications to perform the Services, and Consultant shall perform the Services in a professional and workmanlike manner in accordance with industry standards for similar services and Consultant shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner;
    • Practice hereby represents and warrants to Consultant that:
      • it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder;
      • all employees performing clinical services have valid licenses to practice their discipline under the laws of the jurisdiction in which it provides services;
      • Practice maintains a professional liability insurance policy insuring Practice and all of Practice’s owners, employees, and contractors against acts of malpractice committed by Practice with commercially reasonable coverage limits; and
      • the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action.
  1. Indemnification.
    • Practice hereby agrees to indemnify, hold harmless, and defend Consultant and Dr. Nagy against any and all loss, injury, liability, claim, damage, cause of action or expense (including attorneys’ fees) resulting directly or indirectly from:
      • any malfeasance, negligence, professional malpractice;
      • any breach or failure to perform any of its responsibilities or obligations under this Agreement;
      • any inaccuracy in, or breach of, any of the representations, warranties, or covenants herein.

The indemnification provided by this Section shall extend not only to the Consultant and Dr. Nagy, but also to their officers, directors, shareholders and employees.

  1. Upon expiration or termination of this Agreement for any reason, Consultant shall promptly:
    • deliver to Practice all Deliverables (whether complete or incomplete) and all hardware, software, tools, equipment or other materials provided for Consultant’s use by Practice;
    • deliver to Practice all tangible documents and materials (and any copies) containing, reflecting, incorporating or based on the Confidential Information;
    • permanently erase all of the Confidential Information from Consultant’s computer systems; and
    • certify in writing to Practice that Consultant has complied with the requirements of this Section.
    • The terms and conditions of this Section 9 and Section 4, Section 5, Section 6, Section 7, and Section 8 shall survive the expiration or termination of this Agreement.
  1. Other Business Activities. Consultant may be engaged or employed in any other business, trade, profession or other activity while providing services to Practice.
  2. Assignment. Consultant shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without Practice’s prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. Practice may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding upon, and be enforceable against, each of the parties hereto and their respective successors and assigns.
  3. Miscellaneous.
    • Consultant shall not export, directly or indirectly, any technical data acquired from Practice, or any products utilizing any such data, to any country in violation of any applicable export laws or regulations.
    • All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail of a PDF document or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.
    • This Agreement, together with any other documents incorporated herein by reference and related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
    • This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance.
    • This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule.
    • If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    • If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reimbursement of reasonable attorneys’ fees, costs, and necessary disbursements, in addition to any other relief to which the party may be entitled.
    • This Agreement may be executed in multiple counterparts and by purchasing this product, each of which shall be deemed an original and all of which together shall constitute one instrument.
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