This form has been prepared for the benefit of BDA members, but the BDA accepts no

responsibility for its validity or correctness in any particular circumstances or for any
consequences of its use by members or others.

This agreement is made on 26.1.2022

Between : Redbridge Associates Limited, 12 Cringle Drive, Cheadle, Stockport, SK81JJ (The
provider)

and

together referred to as the Parties

Whereas
(A) The Provider carries on the practice of dentistry at the premises hereinafter mentioned and
intends to continue to carry on such practice notwithstanding this Agreement.

(B) The Provider wishes to introduce patients to the Associate and to make available to the
Associate equipment and services in connection with the practice of dentistry at the premises
by the Associate upon such terms and conditions and for such consideration as hereinafter
respectively appear.

(C) The Provider holds a contract (the ‘Head Agreement’) with the local Health Board (the
‘Primary Care Organisation’ or ‘PCO’) as a Contractor.

(D) The Associate is a Performer engaged by The Provider to provide services under the Head
Agreement and privately.

(E) 1. This Agreement is made between the Provider and the Performer for the provision of
Dental Services from the date of this agreement and it is a rolling Agreement.

2. The earliest date from which either party can serve six months’ notice to terminate this
agreement is from 01 July 2023 and this is known as the ‘Earliest Termination Date’.

3. Proposed Performer Start Date:-

4. Net Licences Charges Paid to Performer:-

4.1 UDA rate: £
4.2 Private Treatments Percentage: 45%
4.3 Independent Treatments Percentage: 45%
5. The minimum number of working hours is 40 hours per week (One working day equivalent
to 8 hours)

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 6. The UDA target between XXXXX (start date) and 31 March 2023 is XXXX UDAs due to
wait time for NHS Performer Number, and thereafter, once Performer Number application
completed the annual UDA Target is 4000 UDAs. (pro rata adjusted to month Performer
Number awarded)
7. The Independent Income target between XXXXX (start date) and 31 March 2023 based on
18 IND patients per day is XXXXX and thereafter the annual Independent Income Target is
£111,384.00 until such time NHS performer is awarded. At that time the target will revert to
£18,564.00 per annum pro rata (based on 3 x IND patients per day)
8. The Private Income target between XXXXX (start date) and 31 March 2023 is XXXXXX
and thereafter the annual Private Income Target is £15,600 (based on the equivalent of 1
white filling per week)
9.The Performer is entitled to XX Non-Clinical Days between XXXXX (start date) and 31
December of the same year and 33 Non-Clinical days per annum (pro-ratad for part-time
working) thereafter (see Section 6)

Now it is hereby agreed:

General
1. The Provider hereby grants to the Associate a non-exclusive licence and authority (during the
operation and subject to the terms and conditions of this Agreement) to carry on the practice
of dentistry at the premises and surgeries of The Provider at XXXXXXXXX, which said
premises and surgeries are hereinafter referred to as 'the premises'.

2. The operation of this Agreement shall commence on XXXXX shall continue until terminated
as hereinafter provided.

3. This Agreement is personal to the Parties and shall not be capable of assignment, charge or
other disposition except termination.

4. Nothing in this Agreement shall constitute a partnership between The Provider and the
Associate.

5. Nothing in this Agreement shall constitute a contract of employment between The Provider
and the Associate.

Clinical references
6. The Associate shall provide The Provider with two satisfactory clinical references relating to
the provision of general dental care by the Associate before the Associate starts to provide
services at the Premises pursuant to this Agreement. This Agreement is subject to the
Associate providing The Provider with two clinical references that meet the requirements of
the Head Agreement and any other relevant regulatory requirements.

Care Quality Commission (CQC)

7. The Provider warrants that they are registered with the CQC and that they shall maintain that
registration for the duration of this Agreement.

8. The Associate warrants that

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 (a) to the best of their knowledge, The Provider’s registration with the CQC will not be at risk
because The Provider has engaged the Associate pursuant to this Agreement; and the
Associate is not reasonably aware of any fact about themselves that would put The
Provider to such risk

(b) they shall comply with The Provider’s policies and procedures in so far as such
compliance is required for The Provider to maintain registration with the CQC

(c) at all material times, any Enhanced Disclosure from the Disclosure and Barring Service
shall not contain any information that would prevent the Associate from working in
general dental practice

(d) they shall not do anything or omit to do something that causes or could cause The
Provider to lose their registration with the CQC

(e) they shall promptly inform The Provider if circumstances arise in relation to themselves
that could affect The Provider’s registration with the CQC.

Facilities
9.
(a) Subject to the Terms of this Agreement the Provider shall provide for the use of the
Associate at the premises and maintain in good and substantial repair and condition the
undermentioned equipment which is hereinafter referred to as ‘the equipment’:

(i) dental and other equipment apparatus instruments and implements customarily used
in the exercise of the profession of dentistry
(ii) all other furniture and things incidental to the exercise of the profession of dentistry
the items referred to in (i) and (ii) having been identified by The Provider to the
Associate on the 1 July 2022.

(b) Subject to the terms of this Agreement The Provider shall further provide for the
Associate at the premises the undermentioned services which are hereinafter referred to
as ‘the services’:

(i) the services of a dental nurse(s) at the chairside;

(ii) the services of a dental hygienist AND/OR the services of a dental therapist.

(iii) such other administration services as are usual for a dental practice, including
reception services, collection of fees, administration of NHS claims and assisting a
dental practitioner in the maintenance of the accounts and records hereinafter
referred to;

(iv) a suitable chairside clinical IT system to enable the Associate to care for patients in
accordance with the requirements of the Head Agreement;

(v) such materials drugs and supplies as are customarily used in the profession of
dentistry;

(vi) the services of the laboratory at the premises being agreed by the Associate to be
generally acceptable.

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 (c) The premises and equipment and services are hereinafter referred to as ‘the facilities’.

(d) The Provider shall use reasonable endeavours to ensure that his staff adhere to
applicable practice policies and procedures.

(e) The Associate shall not without the prior consent of The Provider use at the premises any
equipment or services of the nature referred to in clause 9 other than the equipment and
services provided pursuant to this Agreement.
(f)
(g) The Associate may use their own dental equipment. The Associate warrants that
any dental equipment they bring into the practice and use shall be
(h) suitable and compliant with all applicable regulations;
(i) in line with Department of Health guidance; and
(j) properly maintained in accordance with the manufacturer’s guidance.
(k) The Provider shall not be liable for any loss, damage, theft or maintenance or care of any
dental equipment the Associate brings into the practice. The Associate shall maintain a
list of their equipment they bring into the practice and share a copy of that list with the
practice.

10. The Associate shall at all times utilise the facilities in a proper manner and only upon and
subject to the terms of this Agreement and shall indemnify The Provider against all costs of
any repair or replacement of equipment occasioned by the negligence of the Associate.

11. For the better performance of this Agreement, the Parties hereto undertake to each other to
use reasonable endeavours to further the commercial interests of the Parties at the practice.

12. The Associate agrees to pay The Provider for the use of the dental hygienist and/or dental
therapist at the rates set out in Schedule 2. The Provider shall give the Associate at least
[three months’] notice of any change to the rates set out in Schedule 2.

Clinical direction of staff

13. The staff comprised in the services referred to in clause 9 (b)(i) and (ii) shall be subject to the
clinical direction of the Associate in the course of their work with the Associate
notwithstanding that The Provider shall be the sole employer of the said staff.

Professional indemnity cover/insurance

14. The Associate shall for the entire duration of this Agreement have in force a BDA Indemnity
policy, membership of one of the three British defence bodies or other insurance acceptable
to The Provider giving comparable benefits. The Associate shall produce evidence of this
indemnity or insurance to The Provider on request. The Associate warrants that their
professional indemnity or insurance cover shall continue to cover them, in relation to their
work at the Practice for the duration of this Agreement, and after this Agreement has
terminated for whatever reason.

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15. The Associate shall indemnify and keep indemnified on demand and hold The Provider
harmless from and against all damages, liabilities, demands, costs, expenses, claims,
actions and proceedings (including all consequential, direct, indirect, special or incidental
loss or punitive damages or loss, legal and other professional fees, cost and expenses, fines,
penalties, interest) suffered or incurred by The Provider arising out of or in connection with
the Associate’s breach (or the breach of a Locum engaged by the Associate pursuant to
clause 47) of clause 14.

Breakdowns etc.
16. If any part of the equipment shall become unsuitable for its purpose The Provider shall as
soon as reasonably practicable cause the same to be replaced renewed or repaired.

17. The Provider shall not be under any liability to the Associate in respect of any failure to make
any or all of the facilities available for a continuous period of less than 7 working days unless
such failure be due to The Provider’s personal and wilful default. Where the facilities are not
available for 7 working days or more the Associate will receive a credit of 22 UDAs per lost
session.

Hours
18. The Provider shall cause the facilities to be available at the following times except on days
agreed by the Parties to be ‘time away from the practice’ (see below):

Mondays from 08:30 to 17:30

Tuesdays from 08:30 to 17:30
Wednesday from 08:30 to 17:30
Thursday from 08:30 to 17:30
Friday from 08:30 to 17:30
(These can be negotiated for 4 day week)

19. Outside the aforesaid hours the Associate shall have reasonable access to the premises for
proper purposes connected with the practice of dentistry at the premises (not being the
treatment of patients).

Time away from the practice

20. In this section, time away from the practice refers to time, during the hours set out in clause
18, when the Associate is not using the facilities and is not available to treat patients at the
practice; but time away from the practice excludes time when the Associate is too ill to
practice dentistry.

21. The Associate shall give The Provider at least 12 weeks’ notice of any time they are planning
to spend away from the practice lasting 7 working days or more. The Provider shall give
similar notice to the Associate of time away from the practice to be taken by The Provider.

22. The Associate shall comply with The Provider’s procedures for informing the practice in
advance of any time when the Associate will not be available during normal hours (including
arriving late, leaving early and time away from the practice).

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 Public holidays
23. The Provider may at his discretion close the practice on applicable public holidays the
Associate shall have no claim in relation to non-provision of the facilities on such occasions.

Private practice
24. The Associate may offer advice or treatment at the premises under private contract provided
that such advice or treatment does not contravene the terms of the Applicable NHS Terms
(as defined in clause 26).

25. The Associate may charge patients any fee that he wishes but, if The Provider has a
prescribed scale of fees or minimum fees for treatments and the Associate charges a fee that
is lower that the prescribed fees, the licence fee shall be calculated as if the Associate had
charged the patients the prescribed fees. In relation to the Associate repairing or replacing
work they have provided previously; the licence fee shall be based on the actual charge
made by the Associate to the patient.

NHS services
26. In this Agreement, the Applicable NHS Terms means:

(a) If The Provider has given a copy of the Head Agreement to the Associate, the terms of
the Head Agreement;

(b) If The Provider has not given a copy of the Head Agreement to the Associate, the terms
of a generic copy of the applicable NHS dental contract provided it is publicly available on
a Department of Health or NHS website; and

(c) Any GDS or PDS regulations relevant to the Associate

27. The Provider may introduce to the Associate patients desirous of NHS dental advice or
treatment and will endeavour to introduce sufficient patients to allow the Associate to meet
the UDA commitment defined in clause 31 and Schedule 1. Subject to clause 2929, the
Associate shall be under no obligation to accept for advice or treatment any patient so
introduced provided that non-acceptance or the reason for it does not cause The Provider to
breach the applicable NHS Terms.

28. The Provider shall not place any restriction on the NHS patients that the Associate may
attend or the types of treatment that they may provide save that all NHS treatment the
Associate provides must

(a) be in full compliance with the applicable NHS Terms; and

(b) not, if The Provider has given the Associate a copy of the Head Agreement, cause The
Provider to be in breach of the Head Agreement.

29. The Associate shall comply fully with The Provider’s policies, work systems and practices in
so far as they are necessary for The Provider’s to comply with the applicable NHS Terms.

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30. The Associate shall not do anything or omit to do anything, in connection with this
Agreement, that causes The Provider to be in breach of the applicable NHS Terms.

Contract activity
31. The Associate is required, in each NHS year, to provide, or procure the provision of the
number of Units of Dental Activity (UDA) shown in Schedule 1 to this Agreement and for the
period stated in the said Schedule. For the purposes of this Agreement, an NHS year shall
be from 1 April in one year to 31 March in the next.

If this Agreement starts during the course of an NHS year, the number of UDAs the
Associates is required to provide in that NHS year for the purposes of the calculation in
Schedule 1 shall be calculated as the proportion of the NHS year from the start date.

If this Agreement is terminated for any reason during the course of an NHS year, the number
of UDAs the Associates is required to provide in the NHS year of termination for the
purposes of the calculation in Schedule 1 shall be calculated as the proportion of the NHS
year up to the date of termination.

32. The provisions of Schedule 1 shall apply in relation to the Associate’s performance.

33. The Associate must make reasonable efforts to ensure that performance of their UDAs is
spread throughout the year and that they do not complete their UDA requirement before 31 st
March.
34. Where the Associate completes or is likely to complete their UDA requirement prior to 31st
March the Parties shall discuss whether The Provider can give the Associate additional
UDAs to perform. The Provider shall only pay the Associate for additional UDAs if the Parties
have agreed in writing a higher UDA target for that NHS year and those additional UDAs for
part of that higher UDA target.

35. The Associate shall indemnify The Provider against any losses and costs arising from any
fines, financial penalties or other financial claims imposed or claimed by the PCO on or from
The Provider as a result of the Associate’s breach of this Agreement and to the extent that
the Associate’s breach of this Agreement contributed to those losses and costs.

36. The Provider shall, as applicable, provide the PCO with accurate information regarding the
Associate’s NHS earnings and other information as required for the purpose of administering
NHS superannuation and NHS entitlements (including, but not limited to, parental leave
payments and long-term sickness payments) under the Statement of Financial Entitlement in
force at the time.

37. If the Associate’s performance has fallen below the Low Performance Measure set out in
Schedule 3, The Provider may amend the Associate's UDA requirements referred to in
clause 31 and set out in Schedule 1, and the corresponding NHS contract values, by giving
the Associate one month’s written notice. Such amendments shall be in accordance with
Schedule 3.

38. Agreed amendments to the terms of the Schedules shall be valid only if they are in writing.

© BDA. Version 6 7
Records and confidentiality
39.
(a) In respect of all patients attended by the Associate at the premises the Associate shall
maintain full and accurate books and records of all patients attended, treatment provided
and fees due. The Provider has the right to inspect and copy the said books and records
and the Associate, in maintaining the said books and records, must comply with all the
terms set out in clause 39 (b).

(b) The patient records that the Associate maintains in accordance with clause 39 (a) must
be kept confidential. Under the provisions of data protection law, The Provider acts as the
Data Controller for all records at the practice. Accordingly, for all patient records
maintained by the Associate at the Practice, the Associate shall:

(i) Ensure that clinical notes and records of examinations and treatment provided at the
practice are made in accordance with GDC requirements and are only recorded in
the Practice IT system
(ii) Not use patient information for any purpose other than in connection with the
treatment of the patient at the practice
(iii) Understand that the purpose for which the Practice processes data is to fulfil its
contracts to provide services to patients and to comply with legal obligations such as
those under GDC rules and NHS regulations. Additionally, the practice processes
sensitive personal data for the provision of health and social care services
(iv) Understand that the types of data processed include the identification and contact
details of patients, health information about patients and financial information about
patients.
(v) Provide all reasonably necessary help and assistance to The Provider to enable The
Provider to comply with their legal obligations as data controller, which include to only
process data lawfully, record how data is processed, to comply with the rights of data
subjects, including patients of the practice, and to be able to demonstrate compliance
with data protection laws
(vi) Maintain patient confidentiality at all times.
(vii)Comply with the Practice’s security measures for maintaining confidentiality and
protecting personal data, including:
- Physical security measures in place on practice premises
- Security procedures on the Practice’s IT systems, and
- Working practices and procedures followed by the practice team to ensure that a
patient’s personal data cannot be seen, overheard or otherwise accessed by third
parties, including other patients.
(viii)Assist The Provider in enabling patients to access their records if required
(ix) Upon termination of this agreement, for whatever reason, comply with the terms of
clause 55
(x) Provide all reasonably necessary help and assistance to The Provider to enable The
Provider to comply with audits or inspections by the Information Commissioner’s
Office.

Collection of charges and fees

40. The Provider shall supervise the collection by practice staff of payments due from patients in
respect of dental attendance by the Associate at the premises either under private contract or
National Health Service arrangements.

© BDA. Version 6 8
Charge for licence
41. In consideration for this licence the Associate shall make payments to The Provider in
accordance with Schedule 1

(a) On the 15 day of each month, The Provider shall provide the Associate with a statement
setting out

(i) The number of UDAs performed since the 10th day of the previous month
(ii) The amount of NHS patient charges collected since the 10th day of the previous
month
(iii) The private fees earned since the 10th day of the previous month
(iv) The laboratory costs incurred by or on behalf of the Associate since the 10th day of
the previous month showing separately costs relating to NHS and private work (50%
of NHS/IND and PVT lab bills)
(v) The charges for the use of hygienist and therapist services as set out in Schedule 2
(vi) The calculation as set out in Schedule 1
(vii)The monthly payments in accordance with Schedule 1.

and The Provider warrants that the information they provide is correct and accurate to the
best of their knowledge and belief.

GDS/PDS Performer Fee

(b) On 15th of each month, The Provider shall pay to the Associate the Performer Fee due
and the Associate shall pay the Licence Fee as set out in Schedule 1.

(c) There will be no payment made for any UDAs provided by the Associate or their locum
tenens in excess of the Associate’s annual requirement unless agreed in writing by The
Provider.

(d) Any reduction in the Head Agreement contract value due to the Associate’s breach of this
Agreement will result in a proportionate reduction in the NHS Performer Fee (as set out
in Schedule 1).

(e) Where applicable and subject to clause 45, the Associate is entitled to one hundred per
cent of the following payments listed in (i) to (v) made by the NHS in respect of the
Associate:

(i) Sickness payments

(ii) Adoption payments
(iii) Maternity payments
(iv) Paternity payments
(v) Seniority payments

(f) The Associate will be responsible for the entire cost of any laboratory work in accordance
with Schedule 1.

© BDA. Version 6 9
 Private fees
(g) In respect of patients attended by the Associate at the premises under private contract
The Provider shall prepare for the Associate a statement of fees due to the Associate
from the 10th day of the preceding month to the 10th day of the current month, such fees
to include fees due under any private capitation plan applicable to the Associate.

(h) The Provider shall then deduct from the total of private fees due under clause 41 (g) the
costs incurred in providing dental laboratory services for the Associate in connection with
treatment under private contract and in accordance with the statement referred to in
clause 41 (a), and the Private Licence Fee payable in accordance with Schedule 1.

Tax and National Insurance

42. The Associate shall discharge personally all their personal tax and national insurance
liabilities.

Review
43. The Parties shall review the Associate’s NHS Contract Value and UDA commitment each
year and shall try to reach agreement on any changes to either. Any agreed changes shall,
unless otherwise agreed in writing, take effect from 1 April in the relevant year. In the
absence of agreement, either party may give three months’ notice of any changes.

Time away from the practice relating to maternity, paternity etc.

44. For the avoidance of doubt, the Associate will not be in breach of contract if they take time
away from the practice relating to maternity, paternity or adoption; provided that the terms of
this Agreement (including clause 47) shall continue to operate during such leave.

45. The Provider shall apply for the applicable NHS maternity/paternity/adoption leave payments
on behalf of the Associate and pay the whole amount received to the Associate in line with
the requirements of the General Dental Services Statement of Financial Entitlement in force
at the relevant time. Whereas The Provider shall work with the Associate and use reasonable
endeavours to apply successfully for any such payment, The Provider shall not be liable to
the Associate if The Provider is refused payment under the terms of the Statement of
Financial Entitlement. For the avoidance of doubt, The Provider shall not be liable to pay the
Associate any parental leave payments over and above anything they receive from the NHS.

46. If the Associate plans to take more than three weeks away from the practice, the Associate
shall inform The Provider at least three months before the first day of absence of the
arrangement the Associate is making for the care of the Associate’s patients and discharge
of their responsibilities under this Agreement. The Associate may request The Provider’s
assistance in making the arrangements.

Locums
47.
a) The Associate

i) may at any time; and

ii) shall, if they are unable to utilise the facilities for a continuous period of more than 7
days, use their best endeavours to

© BDA. Version 6 10
 make arrangements for the use of the facilities by a locum tenens.

b) If, in the case of clause 47 (a)(ii), the Associate fails to make such arrangements, The
Provider shall have authority to find a locum tenens on behalf of the Associate and to be
paid for by the Associate.

c) The Associate is responsible for ensuring that the engagement of the locum tenens at the
practice does not place The Provider in breach of their obligations or responsibilities to
the PCO, GDC, CQC or any other relevant regulatory body or commercial partner.

d) If the Associate engages a locum tenens, the terms of this Agreement shall be read as if
the Associate is required to procure the compliance by the locum tenens of the terms of
this Agreement as if the locum tenens was the Associate and the Associate shall be
responsible for any losses The Provider suffers arising from any act or omission of the
locum tenens that, had it been done by the Associate, would have been a breach of this
Agreement.

e) If the Parties agree that The Provider engages the locum tenens during a period where
the Associate is away from the practice, the Parties shall agree which terms of this
Agreement, if any, are suspended during the period of such engagement.

f) Unless otherwise agreed in writing, The Provider shall pay the Associate as if the work
done by the locum tenens was done by the Associate, and the Associate shall be
responsible for paying the locum tenens in accordance with any agreement between the
Associate and the locum tenens.

g) The Provider shall notify the PCO that the locum tenens is acting as a Performer at the
Premises.

h) The Associate will be responsible for obtaining and checking the locum’s references,
whether the locum has indemnity insurance in line with GDC requirements, the GDC
registration status of the locum and ensuring that the locum is registered on the NHS
Dental Performers List. The Associate will confirm to The Provider that the requirements
of the immediately preceding sentence have been carried out and will provide The
Provider with such relevant information as they may reasonably require.

i) The Provider may, if they have good reason, refuse to allow a locum tenens to use the
practice facilities, or enter the practice; and The Provider shall provide the Associate with
reasons in writing for such refusal together with relevant evidence of those reasons.

Termination
48. Save as set out in clauses 49 to 53 inclusive, this Agreement may be terminated after an
initial 24 month by 6 months’ written notice given by the Associate to The Provider or 6
months’ written notice given by The Provider to the Associate.

49. This Agreement shall be subject to immediate termination by The Provider by giving written
notice to the Associate if the Associate shall:

(a) be refused entry to, be disqualified or removed or suspended from the NHS Dental
Performers List

© BDA. Version 6 11
 (b) become bankrupt or insolvent or compound to make any arrangement with his creditors
(provided such immediate termination is reasonably necessary to protect The Provider’s
commercial interests)

(c) be guilty of any conduct likely to significantly injure The Provider in his profession or act
in any manner likely to significantly prejudice the reputation or business interests of The
Provider or the practice

(d) unreasonably fail to comply with The Provider’s procedure for informing the practice of
absence from the practice on at least [three] separate occasions in a rolling six-month
period.

(e) fail to attend the practice to provide NHS dental services when all the circumstances set
out in clause 50 below apply.

(f) be suspended or erased from the Dentists Register

(g) be guilty of any conduct that leads to, or could reasonably lead to the termination of the
Head Agreement

(h) provide a reference that is not satisfactory or fail to provide the references required by
The Provider in accordance with clause 6 within 14 days of the start of this Agreement (or
within a further 7 days if The Provider believes the person supplying those references is
ill, on holiday or otherwise temporarily unavailable)

(i) be unable to provide The Provider with satisfactory evidence that their name appears on
a Dental Performers List within 7 days of the start of the start of this Agreement; and that
their inclusion on that list is not subject to any suspension

(j) be in breach of any of the warranties in clause 8

(k) be unable to work lawfully in the UK

and such a power of termination shall be exercisable notwithstanding that on some earlier
occasion The Provider may have waived or otherwise failed to exercise their right of
termination under this clause.

50. In the situation of giving notice of immediate termination in relation to absence, the
circumstances referred to in clause 49(e) above are:

a) The Associate failed to attend the practice to provide NHS dental services for all normal
opening hours on a particular day and failed to supply a suitable locum tenens who
attended to provide NHS dental services at the practice for all normal opening hours on
that day;

b) The Provider was in breach of the Head Agreement because the practice did not have a
dentist available to provide dental treatment during the practice’s normal opening hours
(as defined in the Head Agreement and/or as notified by The Provider to the Associate)
on that particular day;

c) There was no good reason why the Associate could not attend work that day, such as
serious illness or injury or a serious domestic emergency (this paragraph shall not
operate to excuse the Associate in circumstances where the Associate did not promptly
inform the practice of such good reason); and

© BDA. Version 6 12
 d) Either the Associate gave no prior written notice to the practice that he/she would not be
at the practice that particular day or the Associate did give prior written notice and The
Provider sent a written message by return to the Associate saying that there would be no
cover at the practice if the associate was not there on that day.

51.
a) If The Provider has reached an agreement to sell the practice, they may give notice,
subject to clause 51(b), to the Associate to terminate this Agreement on the date of
completion of the sale.

b) The Provider may only give notice under clause 51(a) if they warrant to the Associate
that the Associate can continue working at the Premises under a written agreement with
the new owner:

(i) on terms substantially no less favourable than set out in this Agreement, and
(ii) for at least the specific period of time that starts with the date of completion and ends
with the date on which this Agreement would have ended had The Provider given
notice to the Associate pursuant to clause 48 on the day they gave notice under this
clause.

52. This Agreement shall be subject to immediate termination by the Associate by giving notice
to The Provider if The Provider shall:

(a) become bankrupt or insolvent or compound to make any arrangement with his creditors

(b) be guilty of any conduct likely to significantly injure the Associate in their profession or act
in any manner likely to significantly prejudice the reputation of the Associate

(c) be suspended or erased from the Dentists Register

(d) no longer be registered with the CQC

and such a power of termination shall be exercisable notwithstanding that on some earlier
occasion the Associate may have waived or otherwise failed to exercise their right of
termination under this clause.

53. To the extent that either Party or both Parties are not incorporated bodies, in the event of the
death of either Party hereto this Agreement shall terminate and in such case (whether or not
this Agreement has prior thereto already been terminated in some other manner) all the
rights and obligations of the Party so dying which have at the date of such death already
accrued shall devolve upon their death to their personal representatives, such accrual being
deemed to occur on a day-to-day basis.

54. Upon termination of the Agreement for whatever reason and in accordance with the Head
Agreement and save as may be set out in Schedule 4, The Provider undertakes to accept
responsibility for the care of the patients treated by the Associate at the premises whose
treatment plans are not complete. During the period between notice of termination being
given by either Party and the date of termination the Associate will continue to provide care
to patients including starting, continuing and completing courses of treatment; and shall use
reasonable endeavours to complete any treatments before the end of the associateship.

© BDA. Version 6 13
55. Upon termination of this Agreement all the books and records referred to in clause 39 shall
be retained by The Provider provided that the Associate shall have reasonable access to any
of the said books and records subsequently required for any proper reason.

56. Upon the Associate ceasing (for whatever reason) to be an associate in the practice, The
Provider shall inform the PCO that the Associate is no longer performing NHS Dental
Services at the Premises.

57. If, as a result of any superannuation reconciliation process, there has been any
overpayments by the Associate of superannuation contributions, The Provider shall refund
the Associate the full amount of the overpayment as soon as reasonably practicable and, in
any event, no later than one month after that reconciliation process. If the Parties agree there
has been an underpayment of superannuation contributions, the Associate agrees to pay
The Provider a sum equivalent to the value of the underpayment for the purposes of ensuring
that the correct pension contributions are made; the Associate shall make such payment to
The Provider as soon as reasonably practicable and, in any event, no later than one month
after that reconciliation process.

58. After the termination of this Agreement neither Party shall in any way represent themselves
as still being connected with the practice of dentistry (if any) being carried on thereafter by
the other Party.

Protection of goodwill
59. The goodwill relating to patients treated by the Associate at the premises belongs to The
Provider.

Restrictions during agreement

60. (a) For the purpose of protecting the goodwill of the practice the Associate shall not, during
this associateship, without express permission from The Provider to the contrary:

(i) canvass or solicit or cause to be canvassed or solicited any patient of the Associate
to the intent that such patient would receive dental treatment from the Associate at
any other dental practice; or
(ii) inform any patient of the Associate of their practising arrangements or any planned
arrangements at any other dental practice or site; or
(iii) within a radius of 3 mile(s) field XXXXX and whether as associate locum tenens or
contractor or performer of General Dental Services or Personal Dental Services
provide any professional service of any kind normally provided by general dental
practitioner to a patient of the Associate.

(b) In this clause a ‘patient of the Associate’ shall mean any person to whom the Associate
has provided NHS or private dental care or advice at the Premises in the preceding [18]
months.

(c) It is hereby expressly agreed and declared that each of clauses 60 (a) and (b) above,
and each of the sub-clauses (i) to (iii) in clause 60 (a) above, contain and constitute a
separate obligation which are intended to be enforceable independently of others of them
(and without prejudice to the severability of provisions contained within each such clause
and sub-clause).

© BDA. Version 6 14
 Restrictions after agreement
61.
(a) For the purpose of protecting the goodwill of the practice, on the Associate ceasing (for
whatever reason) to be an associate in the practice, the Associate shall not

(i) for a period of 12 months carry on practice as a general dental practitioner at

premises situated within a radius of 3 mile(s) from whether as an associate, locum
tenens, or contractor or performer of General Dental Services or Personal Dental
Services save that this restriction shall not prevent the Associate from being a
salaried hospital officer or being employed within the NHS Salaried Primary Dental
Care Services.
(ii) for a period of 12 months within a radius of 3 mile(s) from XXXXX, and whether as
associate locum tenens or contractor or performer of General Dental Services or
Personal Dental Services provide any professional service of any kind normally
provided by a general dental practitioner to any person who was at the date of their
so ceasing, or had been at any time within the period of twelve months prior to their
so ceasing, a patient of the Associate as defined in clause 60(b).
(iii) for a period of 12] months solicit in any manner any person who was, at the date of
their so ceasing, a patient of the Associate to the intent that such person should
become a patient of the Associate as a general dental practitioner or of any practice
of general dental practitioners in which the Associate is a partner associate locum
tenens, contractor or performer.
(iv) during the period of 12 months after termination of this Agreement either on their own
or in partnership or through a corporate body either directly or indirectly solicit,
canvass, approach or endeavour to entice away from the Practice any employee or
other associate of the Practice.
(v) at any time after the termination of this Agreement, howsoever caused, make use of
any corporate or business name in connection with dentistry which is identical to or is
likely to be confused with the name XXXXX or which might suggest an ongoing
connection with it.

(b) In this clause a ‘patient of the Associate’ shall mean any person to whom the Associate
has provided NHS and/or private dental care or advice at the Premises in the preceding
18 months.

(c) It is hereby expressly agreed and declared that each of clauses 61 (a) and (b) above,
and each of the sub-clauses (i) to (v) in clause 61 (a) above, contain and constitute a
separate obligation which are intended to be enforceable independently of others of them
(and without prejudice to the severability of provisions contained within each such clause
and sub-clause).

62.
(a) Save as set out in clause 62 (b) below, The Provider shall deduct a Retention from the
Associate's final pay. The Retention for the purposes of this clause shall be calculated as
no more than 5 per cent of the total gross pay earned by the Associate during the last six
months of the associateship (or of total gross earnings if the duration of the associateship
has been shorter than six months).

© BDA. Version 6 15
 (b) The Provider may, instead of deducting the Retention from the Associate’s final pay,
deduct up to three sums, which shall total the Retention in clause 62 (a) above, from any
or all of the Associate’s final three months’ pay.

(c) The Provider may make deductions from the Retention in accordance with this clause if:

(i) during the six months following the associateship, The Provider reasonably believes
that any of the Associate's work failed because they did not complete the treatment
using reasonable skill and care;
(ii) the practice carries out (or procures another dentist at the practice to carry out)
remedial work to repair the work that failed; and
(iii) The Provider is unable to reasonably recover the cost of the repair or refund from
other sources (such as the NHS or from a private capitation scheme).

(d) The amount of the deduction from the Retention shall be the charge that an associate at
the practice would have normally charged for carrying out the work.

(e) The Provider shall not be able to make a deduction from the Retention in respect of
remedial work on any particular patient that will cost more than £2500 unless The
Provider has used reasonable endeavours to obtain the Associate's views on the case
before the remedial work was carried out.

(f) Six months after the associateship ends, The Provider shall pay to the Associate 50% of
the balance of the Retention. After a further three months, The Provider shall pay the
balance of the remainder to the Associate.

(g) The Provider shall, within 14 days of a written request from the Associate, provide the
Associate with a written explanation of all deductions from the Retention and shall ensure
the Associate has reasonable access to the relevant patient notes.

Miscellaneous
63. The Associate shall at all times remain liable for all dental, medical or clinical negligence, or
alleged dental medical or clinical negligence, on the part of the Associate in connection with
this Agreement.

64. The Associate consents to The Provider making the following deductions from sums due
under this Agreement from The Provider to the Associate.

(a) sums due from the Associate to The Provider pursuant to this Agreement

(b) sums due from the Associate to The Provider arising from a breach of this Agreement by
the Associate where that breach relates directly to the number of UDAs completed by the
Associate or to the Associate’s breach of clause above.

65. The Associate warrants that they are immunised against hepatitis B and tuberculosis in
accordance with guidelines issued by the Department of Health.

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Providing references
66. The Provider agrees to provide a fair and accurate clinical reference if requested by another
practice owner or an NHS body to which the Associate has made an application to join its
Dental Performers List.

General
67. Any notice served by one party on the other under or in respect of this Agreement shall be
made in writing and shall be deemed duly given:

(a) if left at or sent by first class post, recorded delivery post, e-mail or facsimile transmission
to the Parties' respective addresses set out above or to such other address as a party
may by notice to the other expressly substitute; and

(b) when in the ordinary course of delivery or transmission (as the case may be) it would first
be received by the addressee in normal business hours; and

(c) in relation to day-to-day operational matters, by text message or other instant messaging
services as the Parties agree can be used for such purpose.

68. Save as expressly provided nothing in the Agreement shall entitle the Associate to enter on
behalf of The Provider into any contract or relationship with any third person or otherwise to
act or purport to act as agent for or on behalf of The Provider in any transaction of any kind
whatsoever with any third person either in relation to the conduct of the practice of dentistry
or in any other manner or matter and so that all patients in any way advised or treated by any
one of the Parties hereto during the subsistence of this Agreement shall be advised or
treated by such Party on their own behalf only and not in any way on behalf of or as servant
or agent for the other Party hereto.

69. Notwithstanding that either Party may request a change in the terms of this Agreement at any
time there shall be an annual review of the Agreement in January each year with any agreed
changes normally being implemented from April 1st in that year.

Governing law
70. This Agreement shall be subject to and construed in accordance with the laws of England
and Wales.

Signed by the Parties:

Signed (Practice Owner)................................................ Date......................................

Signed (Associate)......................................................... Date......................................

© BDA. Version 6 17
Schedule 1
Financial arrangements and charge for licence in accordance with clause 41

Step Calculation
1 Associates annual UDA = XXXX annual UDA requirement
requirement
2 Monthly UDA requirement = Step 1 ÷ 12

3 Net Payment per UDA = £XXXX

4 UDAs completed in the month = XXX UDAs completed in the month

5 Maximum UDAs payable = see below

6 Performer Fee payment for UDAs = Step 3 x (the lesser of either Step 4 or Step 5)

7 Less NHS laboratory costs in = lab costs

accordance with clause 41 (a)
8 Less 100% bad debts for = bad debts
uncollected NHS patient fees in
9 Plus previous NHS bad debts that = collected bad debts
have since been collected
10 Sub-total for GDS/PDS work = Step 7 - Step 8 +Step 9

11 Less Licence Fee payable to = 45% x Step 10

Practice Owner at rate of 45% per
cent
12 Less Associate’s NHS = superannuation contribution
superannuation contributions
13 Total amount payable to = Step 10 - Step 11 - Step 12 + Step 6
Associate in respect of GDS/PDS
work

Maximum UDAs payable in any given month

In any month, the maximum number of UDAs payable shall be the year-to-date UDA target
minus the number of UDAs paid to date.

The year-to-date UDA target is the number of months from the start of the current NHS year up
to the end of the month relating to the relevant monthly schedule, multiplied by the monthly UDA
requirement. For example, for schedules relating to activity in June, the year-to-date target will be
3 x monthly UDA requirement.

If the associateship started during the NHS year to which a monthly schedule relates, the year-
to-date target shall be the number of months during which the associate has worked at the
practice up to the end of the month relating to the relevant monthly schedule, multiplied by the
monthly UDA requirement.

© BDA. Version 6 18
The number of UDAs paid to date shall be the cumulative number of UDA the Associate has
been paid in all previous pay schedules in the current NHS year.

Private payments

Step Calculation

A Associate’s Private Fees = amount listed in monthly statement

under clause 41 (a)(iii)
B Less private laboratory costs in = lab costs
accordance with clause 41(a)
C Less hygienists and therapists costs = costs for use of hygienist and therapist
services
D Less 50% bad debts for uncollected = bad debts
private fees
E Plus previous private bad debts that have = collected bad debts
since been collected
F Sub-total for private work Step A - Step B - Step C - Step D +
Step E
G Less Licence Fee payable to Practice = 45% x Step F
Owner at rate of 55% per cent of private
fees

H Total amount payable to Associate in Step F - Step G

respect of Private work

For the purposes of calculating the Licence Fee in the above table, the private fees for any
private work shall (unless otherwise agreed in writing) be calculated as if the Associate has
charged no less than the practice set fees for treatment.

UDA requirement
The Associate will provide 4000 Units of Dental Activity during the NHS year (1 st April in one year
to 31st March in the following year) which will be the maximum amount payable under the
Agreement without prior agreement with The Provider.

If this Agreement starts during the course of an NHS year, the maximum number of UDAs for
which The Provider shall be required to pay the Associate in that NHS year shall (unless
otherwise agreed in writing between the parties) be calculated as a pro rata amount of the
annual UDA target from the start date.

If this Agreement is terminated for any reason during the course of an NHS year, the maximum
number of UDAs for which The Provider shall be required to pay the Associate in that NHS year
shall (unless otherwise agreed in writing between the parties) be calculated as a pro rata amount
of the annual UDA target up to the date of termination.

© BDA. Version 6 19
If, at the end of the NHS year, the Associate has not met their annual UDA requirement, The
Provider may require the Associate to pay to The Provider an amount equal to the Licence Fee
applicable per UDA multiplied by the shortfall in UDAs; provided and to the extent that those
UDAs have not been completed by another Performer at the practice.

If this Agreement terminates, for any reason, during the NHS year, and if, at the date of
termination, the Associate has not met their pro-rata UDA requirement (in accordance with
clause above), The Provider may require the Associate to pay to The Provider an amount equal
to the Licence Fee applicable per UDA multiplied by the shortfall in UDAs; provided and to the
extent that those UDAs have not at the date of termination been completed by another Performer
at the practice.

© BDA. Version 6 20
Schedule 2
Fees charged to Associate for the use of the practice hygienist and therapist

Where the Associate sub-contract’s work to the hygienist or therapist the private fee [or UDAs]
for this work should be included in the ‘Associates Private Fees’ and ‘UDAs completed in the
month’ in Schedule 1. A fee of £6 per referral should then be charged by the practice for the use
of the hygienist or therapist. The total fees for such referrals, as set out under clause 41 (a)(v)
shall be deducted monthly from payments to the Associate.]

Schedule 3
Low Performance Measures

The Low Performance Measure referred to in clause 37 is if either:

i) for 3 consecutive months, the Associate fails to meet their monthly UDA requirement: or
ii) at the end of any month (other than the first month of the NHS contract year), the
Associate is more than [15%] below their year-to-date UDA requirement. The year-to-
date UDA requirement is the Associate’s monthly UDA requirement multiplied by the
number of months (whether complete or otherwise) the Associate has worked at the
practice in the NHS contract year.

In the case of paragraph (i) of this schedule, the amended monthly UDA requirement for the
remainder of the NHS contract year shall be the average number of UDAs that the Associate has
completed in those [three] consecutive months; or such other UDA requirement as Parties may
agree in writing. The Associate’s NHS contract value shall be reduced accordingly, provided that
the Associate continues to receive the same amount of money per UDA.

In the case of paragraph (ii) of this schedule, the amended monthly UDA requirement for the
remainder of the NHS contract year shall be the average number of UDAs that the Associate has
completed each month in NHS contract year; or such other UDA requirement as Parties may
agree in writing. The Associate’s NHS contract value shall be reduced accordingly, provided that
the Associate continues to receive the same amount of money per UDA.

Schedule 4
Treatment types which the Associate shall be responsible for completing upon termination of this
Agreement

Upon termination of this Agreement for whatever reason the Associate undertakes to accept
responsibility for the completion of the following types of treatment started by the Associate at the
premises in cases where such treatments are not complete on the termination date. The Provider
shall not be responsible for the completion of such treatment in accordance with clause above:

A. Any and all treatments started by the Associate

© BDA. Version 6 21