Agreement

AGREEMENT

This Agreement (“Agreement”) sets forth the terms and conditions governing the contractual relationship between Professional Dental Services, LLC having its principal place of business at 5973 Piney Grove Way Gainesville VA 20155 (the “Company”), and the purchaser (the “Client”). The Client agrees to be bound by this Agreement.

WHEREAS, the Company provides training and coaching services in the field of dental compliance; and

WHEREAS, the Client desires to retain the services of the Company for compliance training and consulting in accordance with the terms herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Company and the Client (individually, each a “Party” and collectively, the “Parties”) hereby agree as follows:

1. Services

The Company shall provide its expertise to the Client in connection with all matters pertaining to dental practice compliance, including but not limited to training, consulting, and coaching services (the “Services”).

2. Compensation

The Client shall pay the Company the fees stated. Payment is due and payable immediately upon check out.

All training materials, methodologies, documents, or other work product provided by the Company remain the sole and exclusive property of the Company. The Client shall not reproduce, distribute, or claim ownership of such intellectual property before, during, or after delivery of Services.

4. Confidentiality & HIPAA Compliance

5. Confidential Information– Both Parties agree not to disclose any proprietary or confidential information of the other Party, including but not limited to business plans, customer information, pricing, or strategies, except as required by law or with prior written consent.

6. HIPAA Compliance– To the extent the Company has access to any patient health information during the performance of its Services, the Company shall comply with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), its implementing regulations, and all applicable state and federal laws concerning the privacy and security of protected health information (“PHI”). The Company agrees to safeguard PHI, not to disclose PHI to unauthorized parties, and to immediately notify the Client of any known or suspected breach of PHI.

7. Disclaimer of Guarantees

The Client acknowledges and agrees that the Client is solely responsible for the implementation of compliance practices within their organization. The Company makes no representations, warranties, or guarantees regarding:

  • The results of training or consulting;
  • The Client’s ability to avoid violations, fines, or penalties imposed by regulatory authorities; or
  • Any particular outcome related to the Client’s compliance obligations.

The Company expressly disclaims all implied warranties, including but not limited to warranties of merchantability and fitness for a particular purpose.

6. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company, its officers, employees, contractors, and affiliates from and against any and all claims, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:

  • The Client’s use or misuse of the Services;
  • The Client’s failure to comply with applicable state or federal laws or regulations; or
  • Any third-party claims, including claims related to patient information, resulting from the Client’s actions or omissions.

7. Limitation of Liability

To the maximum extent permitted by law, the Company’s total liability to the Client for any claim arising out of or relating to this Agreement or the Services shall not exceed the total amount of fees actually paid by the Client to the Company under this Agreement. In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or goodwill, even if advised of the possibility of such damages.

8. Termination

Either Party may terminate this Agreement with written notice. Upon termination, the Client shall remain responsible for any outstanding fees owed to the Company.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia, without regard to its conflict of law provisions.

10. Dispute Resolution

The Parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement shall first be subject to good faith negotiation between the Parties. If the dispute cannot be resolved through negotiation, the Parties agree to submit the matter to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Prince William County, Virginia. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each Party shall bear its own attorneys’ fees and costs, unless otherwise awarded by the arbitrator.

11. Force Majeure

Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for payment obligations) when such failure or delay is caused by acts beyond the reasonable control of the affected Party, including but not limited to natural disasters, acts of God, pandemics, epidemics, governmental orders or regulations, labor disputes, war, terrorism, civil unrest, or interruptions in power, internet, or communication services (“Force Majeure Event”). The affected Party shall promptly notify the other Party of such Force Majeure Event and use reasonable efforts to resume performance.

12. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the Parties’ original intent.

13. Notices

All notices, requests, demands, or other communications under this Agreement shall be in writing and deemed properly given if delivered:

  • By hand delivery;
  • By certified or registered mail (return receipt requested);
  • By nationally recognized courier service; or
  • By email with confirmation of receipt.

Notices to the Company shall be sent to:

Professional Dental Services, LLC

5973 Piney Grove Way

Gainesville VA 20155

info@PDStrainingva.com

Notices to the Client shall be sent to the billing address or email provided at the time of purchase, unless otherwise updated in writing.

14. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, representations, or understandings. Any modifications must be in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date of Client’s acceptance.

Updated September 16, 2025