This agreement is between Dr. ________________________ ('Client') and Charles Kleiman, Dental Computer Systems Integration ('DCSI').

Purpose/Objective. SAMPLE: Evaluate and recommend practice management, computerized oral health record, and image management software. Recommend hardware for selected software. Acquire, configure, test, and implement all required hardware, software, computer components, and computer accessories for the selected practice management and image management systems. Coordinate data extraction, conversion, and initial loading of data. Provide staff training as required.

Services to be provided. DCSI will provide technical and consulting services necessary to fulfill the purpose and objectives stated above, as well as any other services mutually agreed upon, on a time and materials basis. The services described may be provided by Charles Kleiman, his employees, or his sub-contractors at his discretion and with Client's approval.

Fees and Terms. Client agrees to pay DSCI for all services on a time and materials basis. All time expended on behalf of the Client will be billed at $120/hr, billed in 1/10th hour increments. This hourly rate will be discounted to $60/hr for research time where such information is also shared with other current Clients. Travel time, including automobile travel, will be billed at $60/hr.

Client agrees to pay for all software, hardware, equipment, and other items purchased for, or on behalf of, the Client at DCSI's cost (without any mark-up. See Warranty section below). Copies of invoices will be provided upon request. Client agrees to pay DCSI for all expenses incurred by DCSI upon the direction of, or on behalf of the Client. This includes parking and tolls.

DCSI will provide the Client with an estimate of the time and expenses anticipated for each phase of the agreement before work begins for Client's review and approval. DCSI will mail monthly invoices which are due and payable within fifteen (15) days of the date of invoice.

Confidentiality and Privacy. In the course of the relationship described herein, Client and DCSI are likely to encounter and come into possession of the other parties' financial and business information that is not readily available to the public. Client and DCSI each acknowledge that confidential information is important to and greatly affects the success of both parties in a competitive marketplace. DCSI and Client agree that during the course of their relationship, and at all times thereafter, each shall hold in the strictest confidence any and all confidential information they encounter or possess without the prior written consent of the other party. DCSI will comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Standards for Privacy of Individually Identifiable Health Information (45 CFR. Part 160 and Part 164, Subparts A and E).

Warranty. DCSI may purchase goods and services for, or on behalf of, the Client. DCSI does not provide any warranties, guarantees, or guarantees of serviceability of such goods or services. Any warranties are only provided by the manufacturer or other service provider. Furthermore, DCSI makes no warranties, either oral or implied, including, without limitation, warranty of fitness for a particular purpose or merchantability. Client further agrees that DCSI will not be liable for special or consequential damages, including but not limited to, loss of profits, revenue, data, or use by Client or any third party.

Termination. This agreement may be canceled by either party at any time upon written notice to the other party for any reason. Should this agreement be canceled or terminated, the Client will be billed for all products and services up to the termination date. These charges are then immediately due and payable.

Arbitration. Any disagreement between the parties arising out of, or relating to this agreement, or any breech thereof, will be decided by binding arbitration in Marin County, California in accordance with the rules of the American Arbitration Association. The prevailing party will be entitled to the recovery of attorney fees and other expenses directly related to the arbitration.

Other Provisions. DCSI will have access to Client, Client's staff, and facilities as required to effectively perform the services described in this agreement.

This agreement constitutes the full, entire, and complete agreement between the Client and DCSI. Neither party is relying upon any representations not set forth in this agreement. Any amendments to this agreement must be in writing and signed by both parties.

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